Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Appalachian Power Company
(Exact name of registrant as specified in its charter)
Virginia 54-0124790
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
40 Franklin Road
Roanoke, Virginia 24011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 703-985-2300
G. P. MALONEY, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza
Columbus, Ohio 43215
(Name and address of agent for service)
It is respectfully requested that the Commission send copies
of all notices, orders and communications to:
Simpson Thacher & Bartlett Dewey Ballantine
425 Lexington Avenue 1301 Avenue of the Americas
New York, N.Y. 10017-3909 New York, N.Y. 10019-6092
Attention: James M. Cotter Attention: E. N. Ellis, IV
Approximate date of commencement of proposed sale to the public:
At such time or times after the effective date of the
Registration Statement as the registrant shall determine.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box. [X]<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Proposed
Each Class Maximum Proposed
of Offering Maximum
Securities Amount Price Aggregate Amount of
to be to be Per Offering Registration
Registered Registered Unit* Price* Fee
Debt
Securities $146,000,000 100% $146,000,000 $50,345
*Estimated solely for purpose of calculating the registration
fee.
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
The within Prospectus contains the information required by Rule
429 of the Commission under the Securities Act of 1933 with
respect to $4,000,000 of Debt Securities of the registrant
remaining unsold under Registration Statement No. 33-50229.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
SUBJECT TO COMPLETION, DATED APRIL 4, 1995
PROSPECTUS
Appalachian Power Company
$150,000,000
Debt Securities<PAGE>
Appalachian Power Company (the "Company") intends to offer,
from time to time, up to $150,000,000 aggregate principal amount
of its Debt Securities consisting of First Mortgage Bonds (the
"new Bonds") in one or more series and/or First Mortgage Bonds,
Designated Secured Medium Term Notes (the "Notes"), in one or
more series, at prices and on terms to be determined at the time
or times of sale (the new Bonds and the Notes are hereinafter
collectively referred to as the "Debt Securities"). The
aggregate principal amount, rate and time of payment of interest,
maturity, initial public offering price, if any, redemption
provisions, if any, credit enhancement, if any, improvement fund,
if any, dividend restrictions in addition to those described
herein, if any, and other specific terms of each series of Debt
Securities in respect of which this Prospectus is being delivered
will be set forth in an accompanying prospectus or pricing
supplement ("Prospectus Supplement").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Company may sell the Debt Securities through
underwriters, dealers or agents, or directly to one or more
institutional purchasers. A Prospectus Supplement will set
forth the names of underwriters or agents, if any, any applicable
commissions or discounts and the net proceeds to the Company from
any such sale.
The date of this Prospectus is April ___, 1995
No dealer, salesperson or other person has been authorized
to give any information or to make any representation not
contained in this Prospectus in connection with the offer made by
this Prospectus or any Prospectus Supplement relating hereto,
and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or
any underwriter, agent or dealer. Neither this Prospectus nor
this Prospectus as supplemented by any Prospectus Supplement
constitutes an offer to sell, or a solicitation of an offer to
buy, by any underwriter, agent or dealer in any jurisdiction in
which it is unlawful for such underwriter, agent or dealer to
make such an offer or solicitation. Neither the delivery of this
Prospectus or this Prospectus as supplemented by any Prospectus
Supplement nor any sale made thereunder shall, under any
circumstances, create any implication that there has been no<PAGE>
change in the affairs of the Company since the date hereof or
thereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "SEC"). Such reports and
other information may be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C., 20549; Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois, 60661; and 7
World Trade Center, 13th Floor, New York, New York 10048. Copies
of such material can be obtained from the Public Reference
Section of the SEC, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. Certain of the Company's securities
are listed on the New York Stock Exchange, Inc., where reports
and other information concerning the Company may also be
inspected.
DOCUMENTS INCORPORATED BY REFERENCE
The following document filed by the Company with the SEC is
incorporated in this Prospectus by reference:
-- The Company's Annual Report on Form 10-K for the year
ended December 31, 1994.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Prospectus and prior to the termination of the offering
made by this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein or in a Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written
or oral request of any such person, a copy of any or all of the
documents described above which have been incorporated by
reference in this Prospectus, other than exhibits to such
documents. Written requests for copies of such documents should
be addressed to Mr. G. C. Dean, American Electric Power Service
Corporation, 1 Riverside Plaza, Columbus, Ohio 43215 (telephone<PAGE>
number: 614-223-1000). The information relating to the Company
contained in this Prospectus or any Prospectus Supplement
relating hereto does not purport to be comprehensive and should
be read together with the information contained in the documents
incorporated by reference.
THE COMPANY
The Company is engaged in the generation, purchase,
transmission and distribution of electric power to approximately
848,000 customers in Virginia and West Virginia, and in supplying
electric power at wholesale to other electric utility companies
and municipalities in those states and in Tennessee. Its
principal executive offices are located at 40 Franklin Road,
S.W., Roanoke, Virginia 24011 (telephone number: 703-985-2300).
The Company is a subsidiary of American Electric Power Company,
Inc. ("AEP") and is a part of the American Electric Power
integrated utility system (the "AEP System"). The executive
offices of AEP are located at 1 Riverside Plaza, Columbus, Ohio
43215 (telephone number: 614-223-1000).
USE OF PROCEEDS
The Company proposes to use the proceeds from the sales of
the Debt Securities to refund long-term debt, and to the extent
internally generated funds are insufficient, to fund its
construction program, or to repay short-term unsecured
indebtedness incurred to refund long-term debt. The Company's
First Mortgage Bonds, 9-7/8% Series due 2020 ($47,500,000
principal amount outstanding) may be redeemed on or after
December 1, 1995.
The Company has estimated that its consolidated construction
costs (inclusive of allowance for funds used during construction)
during 1995 will be approximately $214,600,000. At March 15,
1995, the Company had approximately $75,900,000 of short-term
unsecured indebtedness outstanding.
RATIO OF EARNINGS TO FIXED CHARGES
Below is set forth the ratio of earnings to fixed charges
for each of the years in the period 1990 through 1994:
12-Month
Period Ended Ratio
December 31, 1990 2.63
December 31, 1991 2.85
December 31, 1992 2.58
December 31, 1993 2.69
December 31, 1994 2.37
DESCRIPTION OF DEBT SECURITIES<PAGE>
The Debt Securities will be issued under the Mortgage and
Deed of Trust, dated as of December 1, 1940, made by the Company
to Bankers Trust Company, New York City, as Trustee, as
heretofore supplemented and amended and as to be further
supplemented (the "Mortgage"). All First Mortgage Bonds
(including the Debt Securities) issued and to be issued under the
Mortgage are herein sometimes referred to as "Bonds". Copies of
the Mortgage, including the respective forms of Supplemental
Indenture pursuant to which each series of the Debt Securities
will be issued (the "new Supplemental Indenture") are filed as
exhibits to the Registration Statement.
The following statements include brief summaries of certain
provisions of instruments under which securities of the Company,
including Bonds, have been issued. Certain of these instruments
apply to the issuance of Debt Securities. Such instruments,
including amendments and supplements thereto, have been filed by
the Company as exhibits to the Registration Statement. Such
summaries do not purport to be complete and reference is made to
such instruments for complete statements of such provisions.
Such summaries are qualified in their entirety by such reference
and do not relate or give effect to provisions of statutory or
common law.
Form and Exchange
Unless otherwise set forth in a Prospectus Supplement, Debt
Securities in definitive form will be issued only as registered
Bonds without coupons in denominations of $1,000 and in multiples
thereof authorized by the Company. Debt Securities will be
exchangeable for a like aggregate principal amount of the same
series of Debt Securities of other authorized denominations, and
will be transferable, at the office or agency of the Company in
New York City, and at such other office or agency of the Company
as the Company may from time to time designate, in either case
without payment, until further action by the Company, of any
charge other than for any tax or taxes or other governmental
charge required to be paid by the Company. Bankers Trust Company
is to be designated by the Company to act as agent for payment,
registration, transfer and exchange of the Debt Securities in New
York City.
Maturity, Interest, Redemption, Credit Enhancement, Improvement
Fund, Additional Dividend Restrictions and Payment
Information concerning the maturity, interest, redemption
provisions, if any, credit enhancement, if any, improvement fund,
if any, any dividend restrictions in addition to those described
herein and payment with respect to any series of the Debt
Securities will be contained in a Prospectus Supplement.
Security<PAGE>
The Debt Securities will be secured, pari passu with Bonds
of all other series now or hereafter issued, by the lien of the
Mortgage which, except as provided in the following paragraph,
constitutes, in the opinion of counsel for the Company, a first
lien on substantially all of the fixed physical property and
franchises of the Company, subject only to (a) the conditions and
limitations in the instruments through which the Company claims
title to its properties, (b) "excepted encumbrances" as defined
in Section 6 of the Mortgage, including claims later perfected
into statutory liens or equitable priorities for taxes, services,
materials and supplies, (c) the prior lien of the Trustee for its
compensation, expenses and liabilities, and (d) in the case of
property acquired of record by the Company since the recordation
of the supplemental indenture dated as of March 1, 1995 (not
affixed to other property so as thereby to become subject to the
Mortgage), recordation of a supplemental indenture conveying such
property to the Trustee.
Property acquired after the recordation of the most recent
supplemental indenture may be subject to liens, ranking prior to
the lien of the Mortgage, existing thereon at the time of
acquisition of such property, and the lien thereon of the
Mortgage may be subject to the rights of others which may attach
prior to recordation of a supplemental indenture conveying such
property to the Trustee after its acquisition. The provisions of
the Mortgage, in substance, permit releases of property from the
lien and the withdrawal of cash proceeds of property released
from the lien, not only against new property then becoming
subject to the lien, but also against property already subject to
the lien of the Mortgage, unless such property was owned at
August 31, 1940, or has been made the basis of the issue of Bonds
or a credit under Sections 20 or 40 of the Mortgage.
Accordingly, any increase in the amount of the mortgaged and
pledged property as a result of the after-acquired property
clause may be eliminated by means of such releases and
withdrawals.
Issuance of Additional Bonds
Additional Bonds of any series may be issued in a principal
amount equal to:
1. 60% of the cost or the then fair value, whichever
is less, of property additions after deduction for
retirements;
2. The principal amount of Bonds or prior lien bonds
retired or then to be retired; and
3. The amount of cash deposited with the Trustee;
but, except as otherwise provided in the Mortgage, only if the
net earnings (as defined in Section 7 of the Mortgage) are at
least twice the annual interest requirement on all outstanding<PAGE>
Bonds and indebtedness having an equal or prior lien, including
the additional issue. However, no Bonds may be issued against
property additions subject to prior liens, as defined in Section
6 of the Mortgage (a) if the principal amount of outstanding
prior lien bonds secured thereby exceeds 40% of the cost or fair
value (whichever is less) of such property additions or (b) if
the principal amount of all Bonds theretofore issued on such
basis and continuing on such basis, and the amount of certain
other items representing deposited cash withdrawn or property
released on such basis, in the aggregate, exceeds 15% of the
aggregate principal amount of all Bonds theretofore issued
(except Bonds issued under Article VII upon retirement of Bonds
previously outstanding under the Mortgage), including the
additional issue. (See Sections 4, 7, 24, 26, 27, 28, 29, 30, 31
and 40 of the Mortgage and "Description of Debt Securities--
Modification of the Mortgage" below.)
The requirement, referred to above, that net earnings be at
least twice the annual interest requirements on all outstanding
Bonds and indebtedness having an equal or prior lien, including a
proposed additional issue of Bonds, is not applicable under
certain circumstances where additional Bonds are issued in a
principal amount equal to the principal amount of Bonds or prior
lien bonds retired or then to be retired (see Section 30 of the
Mortgage). In calculating earnings coverages under the
provisions of the Mortgage, the Company includes, as a component
of earnings, revenues being collected subject to refund and, to
the extent not limited by the terms of the Mortgage, an allowance
for funds used during construction, including amounts positioned
and classified as an allowance for borrowed funds used during
construction.
It is estimated that as of March 16, 1995, the Company had
available for use in connection with the authentication of Bonds
approximately $1,017,000,000 of unbonded bondable property
additions. The Company expects that the Debt Securities will be
authenticated upon the basis of Bonds previously retired or to be
retired and/or property additions.
Other Restrictions Upon Creation and/or Issuance of Debt
Securities and Other Senior Securities
There are, in addition to the foregoing restrictions, a
number of additional limitations upon the creation and/or
issuance by the Company of long-term debt securities and of
shares of stock ranking, as to dividends and distributions of
assets, prior to the common stock equity of the Company.
One limitation upon the issuance of long-term debt
securities, contained in the debenture agreement under which
unsecured debentures of the Company are from time to time issued,
consists of a covenant by the Company that it will not incur any
Funded Debt, as defined, (a) unless, after giving effect to such
additional Funded Debt and to the application of all proceeds<PAGE>
thereof, the ratio of the Funded Debt of the Company to its
Capitalization, as defined, does not exceed 65% (or such higher
percentage as shall be authorized by the SEC, or any successor
commission thereto, pursuant to an exemption or order under the
Public Utility Holding Company Act of 1935 (the "1935 Act")) and
the ratio of Common Stock Equity, as defined, of the Company to
its Capitalization equals or exceeds 30% (or such lower
percentage as shall be authorized or approved by the SEC, or any
successor commission thereto, under the 1935 Act), and (b)
unless, with certain specified exceptions, the adjusted net
earnings of the Company, calculated as therein provided, are not
less than twice the annual interest requirements upon all Funded
Debt of the Company, including the additional issue. This
limitation is more restrictive than the net earnings requirement
referred to above under the heading "Description of Debt
Securities--Issuance of Additional Bonds" but is not applicable
in certain instances to issues of long-term debt securities
issued to refund outstanding long-term debt securities. Although
the Company has been able to issue significant amounts of Bonds
in recent years, earnings coverage requirements did at certain
times limit the amount of Bonds (except for refunding purposes)
which could have been issued. The debt coverage of the Company
under this provision, calculated as of December 31, 1994, based
on the amounts then recorded in the accounts of the Company was
at least 3.10. In calculating earnings coverages under the
provisions of its debenture agreement and charter, the Company
includes, as a component of earnings, revenues being collected
subject to refund and, to the extent not limited by the terms of
the instrument under which the calculation is made, an allowance
for funds used during construction, including amounts positioned
and classified as an allowance for borrowed funds used during
construction.
The issuance of additional securities is also limited by
provisions of the Restated Articles of Incorporation of the
Company which require the consent of the holders of the
Cumulative Preferred Stock then outstanding prior to certain
corporate actions.
The favorable vote of holders of at least two-thirds of the
total voting power of the Cumulative Preferred Stock then
outstanding is required (see Restated Articles of Incorporation,
Article V, Paragraph (7)(A)) (a) to increase the total authorized
amount of the Cumulative Preferred Stock, (b) to create or
authorize any series of stock (other than a series of the
Cumulative Preferred Stock) ranking prior to or on a parity with
the Cumulative Preferred Stock as to assets or dividends, or to
create or authorize any obligation or security convertible into
shares of any such stock, or to issue any such prior ranking
stock or security more than twelve months after the date as of
which the Company was empowered to create or authorize such stock
or security, or (c) to change any of the express terms of the
Cumulative Preferred Stock or of any outstanding series thereof
in a manner prejudicial to the holders thereof. Under Paragraph<PAGE>
(7)(A)(c) of Article V of the Restated Articles of Incorporation,
if less than all series are prejudicially affected, only the
consent of the holders of two-thirds of the total number of votes
which holders of the shares of each series so affected are
entitled to cast is required.
The favorable vote of the holders of a majority of the total
voting power of the Cumulative Preferred Stock then outstanding
is required before the Company may (see Restated Articles of
Incorporation, Article V, Paragraph (7)(B)):
(a) merge or consolidate with or into any other
corporation or corporations, or sell all or substantially
all of its assets, unless such action has been approved by
the SEC or by a successor regulatory authority;
(b) issue or assume any evidences of indebtedness,
secured or unsecured (other than (i) Bonds issued under the
Company's Mortgage, (ii) bonds issued under a new mortgage
replacing the Mortgage, (iii) bonds issued under any other
new mortgage, provided the Mortgage shall have been
irrevocably closed against the authentication of additional
Bonds thereunder, (iv) indebtedness secured by bonds of the
Company or by bonds issued under any such new mortgage, (v)
indebtedness secured by bonds issued under a mortgage
existing at the time of acquisition of property acquired by
the Company, provided such mortgage, or any mortgage
replacing it, is irrevocably closed against authentication
of additional bonds thereunder, or (vi) obligations to pay
the purchase price of materials or equipment made in the
ordinary course of the Company's business), for purposes
other than the refunding or renewing of evidences of
indebtedness previously issued or assumed by the Company
resulting in equal or longer maturities or redeeming or
otherwise retiring all outstanding shares of the Cumulative
Preferred Stock, if immediately after such issue or
assumption, (x) the total principal amount of all such
indebtedness (other than those referred to in (i) through
(vi) above) issued or assumed by the Company and then
outstanding (including the evidences of indebtedness then to
be issued or assumed) would exceed 20% of the sum of (1) the
total principal amount of all debt securities of the
character hereinbefore described in (i) through (vi) above,
issued or assumed by the Company and then to be outstanding,
and (2) the stated capital and surplus of the Company, or
(y) the total outstanding principal amount of all unsecured
debt securities of the Company (other than obligations of
the character described in (vi) above) would exceed 20% of
the sum of (1) the total outstanding principal amount of all
bonds or other secured debt of the Company, and (2) the
stated capital and surplus of the Company, or (z) the total
outstanding principal amount of all unsecured debt
securities of the Company (other than obligations of the
character described in (vi) above) of maturities of less<PAGE>
than 10 years would exceed 10% of the sum of (1) the total
principal amount of all bonds or other secured debt of the
Company, and (2) the stated capital and surplus of the
Company; provided that the payment due upon the maturity of
unsecured debt having an original single maturity of 10 or
more years or the payment due upon the final maturity of any
unsecured serial debt which had original maturities of 10 or
more years is not regarded for purposes of this subparagraph
(b) as unsecured debt of a maturity of less than 10 years
until payment thereof is required within 3 years;
(c) issue or reissue any shares of the Cumulative
Preferred Stock or of any other class of stock ranking on a
parity with the outstanding shares of Cumulative Preferred
Stock as to dividends or assets for any purpose other than
to refinance an amount of outstanding Cumulative Preferred
Stock, or stock ranking prior to or on a parity with the
Cumulative Preferred Stock as to dividends or assets, having
an aggregate involuntary liquidation amount equal to the
aggregate involuntary liquidation amount of such issued or
reissued shares, unless (i) the net income of the Company,
determined in accordance with generally accepted accounting
principles to be available for the payment of dividends for
a period of 12 consecutive calendar months within the 15
calendar months immediately preceding the calendar month of
such issuance, is equal to at least twice the annual
dividend requirements on the Cumulative Preferred Stock
(including dividend requirements on such prior or parity
stock), which will be outstanding immediately after such
issuance; (ii) the gross income of the Company for the same
period determined in accordance with generally accepted
accounting principles (but in any event after all taxes
including taxes based on income) is equal to at least one
and one-half times the aggregate of annual interest charges
on indebtedness (excluding interest charges on indebtedness
to be retired by the application of the proceeds from the
issuance of such shares) and the annual dividend
requirements on the Cumulative Preferred Stock (including
dividend requirements on such prior or parity stock), which
will be outstanding immediately after such issuance; and
(iii) the aggregate of the Common Stock Equity, as defined,
is at least equal to the aggregate amount payable in
connection with an involuntary liquidation of the Company
with respect to all shares of Cumulative Preferred Stock and
all shares of such prior or parity stock, if any, which will
be outstanding immediately after such issuance. No
dividends may be paid on Common Stock which would result in
the reduction of the Common Stock Equity, as defined, below
the requirements of clause (iii).
The restrictions and limitations described or referred to
above, which are designed to protect the relative positions of
the holders of outstanding senior securities of the Company, can
operate in such manner as to limit substantially the additional<PAGE>
amounts of senior securities which can be issued by the Company.
The Company believes that its ability to issue short and long-
term debt securities and preferred stock in the amounts required
to finance its operations and construction program may depend
upon the timely approval of future rate increase applications.
If the Company is unable to continue the issue and sale of
securities on an orderly basis, the Company will be required to
consider the obtaining of additional amounts of common equity,
the use of possibly more costly alternative financing
arrangements, if available, or the curtailment of its
construction program and other outlays.
Other than the security afforded by the lien of the Mortgage
and restrictions on the incurrence of additional debt described
above and under "Description of Debt Securities--Issuance of
Additional Bonds" herein, there are no provisions of the Mortgage
which afford holders of Debt Securities protection in the event
of a highly leveraged transaction involving the Company.
However, such a transaction would require regulatory approval and
management of the Company believes such approval would be
unlikely in a transaction which would result in the Company
having a highly leveraged capital structure.
Maintenance and Replacement Provisions
Section 40 of the Mortgage provides (A) in Part I thereof
for the annual deposit by the Company with the Trustee on or
before April 30 of an amount in cash or principal amount of Bonds
of any series equal to the amount by which a defined percentage
(currently 15%) of the base operating revenues, as defined in
Section 40, less the cost of purchased power during the preceding
calendar year exceeds the aggregate amounts expended during such
period by the Company for repairs and maintenance and for
property substituted for property retired since August 31, 1940
(see "Description of Debt Securities--Modification of the
Mortgage" below); and (B) in Part II thereof for the annual
deposit (which the Mortgage requires to be made so long as any of
the Bonds of any series issued prior to December 31, 1992 are
outstanding and which, except as disclosed in a Prospectus
Supplement, the new Supplemental Indenture will not require to be
made so long as any of the Debt Securities are outstanding) by
the Company with the Trustee on or before April 30 of an amount
in cash or principal amount of Bonds of any series equal to the
excess of the product of a specified percentage (currently 2.25%
but subject to change as provided in the Mortgage (see
"Description of Debt Securities--Modification of the Mortgage"
below)) and the average of the Depreciable Property (as defined)
of the Company at the first and the last day of the preceding
calendar year over the sum of (i) the aggregate amount expended
during the preceding calendar year for property substituted for
retired property, (ii) the aggregate of the property additions
certified, and the cash and/or Bonds deposited pursuant to the
requirements of Part I of Section 40 with respect to such year,
and (iii) any credit applicable to prior years. The Company may<PAGE>
under this covenant certify to the Trustee, in lieu of depositing
cash or Bonds, property additions which are not then funded
property (which thereupon become funded property) at cost or fair
value, whichever is less.
Release and Substitution of Property
The Mortgage permits property to be released from the lien
of the Mortgage upon compliance with the provisions thereof.
Such provisions require that, in certain specified cases, cash be
deposited with the Trustee in an amount equal to the excess of
the fair value of the property to be released over the aggregate
of certain computations required by the Mortgage. (See Sections
65 and 69 of the Mortgage.) The Mortgage also contains certain
requirements relating to the withdrawal of release moneys. (See
Section 67 of the Mortgage.)
Modification of the Mortgage
Article XX of the Mortgage provides for modifying or
altering the Mortgage with the consent of the Company and by vote
of the holders of at least 75% in principal amount of the
outstanding Bonds which are affected by the proposed modification
or alteration. No modification or alteration, without the
consent of the holder of a Bond, may modify the terms of payment
of the principal amount of or interest on such Bond or create an
equal or prior lien or deprive such holder of a lien on the
mortgaged property or reduce the above percentage.
The Supplemental Indenture dated as of May 1, 1979 amended
Article XX to provide that the Mortgage may at a future date be
amended (i) to delete the requirement for annual deposits
pursuant to Part I of Section 40 of the Mortgage as described
under "Description of Debt Securities--Maintenance and
Replacement Provisions" and/or (ii) to delete the 15% limit on
Bonds issued on the basis of property additions subject to prior
liens as described under "Description of Debt Securities--
Issuance of Additional Bonds", upon compliance with the
provisions of the Mortgage but without the favorable vote or
consent of the holder of any new Bond or any other Bond issued
after April 30, 1979 or including any such new Bond or other such
Bond in determining whether a quorum exists or a specified
percentage of holders of Bonds participated in action on any such
amendment. The Company, in its application to the SEC with
respect to the issuance of $70,000,000 principal amount of First
Mortgage Bonds, 11% Series due 1987, proposed, and the SEC
approved, a change in the specified percentage in Part II of
Section 40 of the Mortgage (see "Description of Debt Securities--
Maintenance and Replacement Provisions") from 2.25% to 2.90%,
such change to become effective on the date the Mortgage is
amended as contemplated in clause (i) above and to continue at
2.90% until another change in such percentage shall be authorized
or approved upon application by the Company to the SEC.<PAGE>
Restriction on Common Stock Dividends
Various restrictions on the use of retained earnings for
cash dividends on Common Stock and other purposes are contained
in or result from other covenants in the Mortgage and in its
debenture agreement, charter provisions and orders of regulatory
authorities. At December 31, 1994, the Company's consolidated
retained earnings amounted to $206,361,000, of which
approximately $37,000,000 were so restricted. Unless otherwise
specified in a Prospectus Supplement, there will be no additional
restrictions on common stock dividends.
Concerning the Trustee
AEP System companies, including the Company, utilize many of
the banking services offered by Bankers Trust Company in the
normal course of their businesses. Among such services are the
making of short-term loans and in certain cases term loans,
generally at rates related to the prime commercial interest rate,
and acting as a depositary.
The Trustee may, and upon written request of the holders of
a majority in principal amount of the Bonds shall, declare the
principal due upon occurrence of a completed default, but the
holders of a majority in principal amount of the Bonds may annul
such declaration if the default has been cured. (See Section 71
of the Mortgage.) The holders of a majority in principal amount
of the Bonds may direct the time, method and place of conducting
any proceeding for the enforcement of the Mortgage. (See Section
76 of the Mortgage.) No Bondholder has the right to institute
any proceeding for the enforcement of the Mortgage unless such
holder shall have given the Trustee written notice of a completed
default, the holders of 25% in principal amount of the Bonds
shall have offered to the Trustee indemnity against costs,
expenses and liabilities, requested the Trustee to take action
and given the Trustee reasonable opportunity to take such action.
The foregoing does not affect or impair the right of a holder of
a Bond to enforce the payment of the principal of and interest on
such Bond on the respective due dates. (See Section 86 of the
Mortgage.) The Trustee is entitled to be indemnified before
taking action to enforce the lien at the request of such
Bondholders. (See Section 75 of the Mortgage.)
Defaults
By Section 71 of the Mortgage, the following are defined as
"completed defaults": default in the payment of principal;
default for 60 days in the payment of interest; default in
payment of principal or interest on outstanding prior lien bonds
in certain cases; certain events of bankruptcy, insolvency or
reorganization; and default continued for 60 days after notice in
the performance of any other covenant. By Section 59 of the
Mortgage, a failure to provide money for the redemption of Bonds
called for redemption also constitutes a completed default. The<PAGE>
Company is required to furnish annually to the Trustee a
certificate as to compliance with all conditions and covenants
under the Mortgage.
LEGAL OPINIONS
Opinions with respect to the legality of the Debt Securities
will be rendered by Simpson Thacher & Bartlett (a partnership
which includes professional corporations), 425 Lexington Avenue,
New York, New York, and 1 Riverside Plaza, Columbus, Ohio,
counsel for the Company, and by Dewey Ballantine, 1301 Avenue of
the Americas, New York, New York, counsel for any underwriters,
dealers or agents. Simpson Thacher & Bartlett and Dewey
Ballantine will rely as to matters of Virginia law, upon the
opinion of Hunton & Williams, as to matters of West Virginia law,
upon the opinion of Kay, Casto, Chaney, Love & Wise and as to
matters of Tennessee law, upon the opinion of Hunter, Smith &
Davis, all counsel for the Company.
EXPERTS
The financial statements and related financial statement
schedules incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their
reports,which are incorporated herein by reference, and have been
so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
The legal conclusions in "Security" under the caption
"Description of Debt Securities", as to those matters governed by
the laws of the Commonwealth of Virginia have been reviewed by
Hunton & Williams, Richmond, Virginia; as to those matters
governed by the laws of the State of West Virginia by Kay, Casto,
Chaney, Love & Wise, Charleston, West Virginia; and as to those
matters governed by the laws of the State of Tennessee by Hunter,
Smith & Davis, Kingsport, Tennessee, all counsel for the Company.
All of said statements are made on the authority of said firms as
experts.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three
ways: (i) through underwriters or dealers; (ii) directly to a
limited number of purchasers or to a single purchaser; or (iii)
through agents. The Prospectus Supplement relating to a series
of the Debt Securities will set forth the terms of the offering
of the Debt Securities, including the name or names of any
underwriters, dealers or agents, the purchase price of such Debt
Securities and the proceeds to the Company from such sale, any
underwriting discounts and other items constituting underwriters'
or agents' compensation, any initial public offering price and
any discounts or concessions allowed or reallowed or paid to
dealers. Any initial public offering price and any discounts or<PAGE>
concessions allowed or reallowed or paid to dealers may be
changed from time to time after the initial public offering.
If underwriters are used in the sale, the Debt Securities
will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of the sale.
The underwriters with respect to a particular underwritten
offering of Debt Securities will be named in the Prospectus
Supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriters will be set forth on
the cover page of such Prospectus Supplement. Unless otherwise
set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase the Debt Securities will be subject to
certain conditions precedent, and the underwriters will be
obligated to purchase all such Debt Securities if any are
purchased.
Debt Securities may be sold directly by the Company or
through agents designated by the Company from time to time. The
Prospectus Supplement will set forth the name of any agent
involved in the offer or sale of the Debt Securities in respect
of which the Prospectus Supplement is delivered as well as any
commissions payable by the Company to such agent. Unless
otherwise indicated in the Prospectus Supplement, any such agent
will be acting on a reasonable best efforts basis for the period
of its appointment.
If so indicated in the Prospectus Supplement, the Company
will authorize agents, underwriters or dealers to solicit offers
by certain specified institutions to purchase Debt Securities
from the Company at the public offering price set forth in the
Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future. Such contracts will be subject to those conditions set
forth in the Prospectus Supplement, and the Prospectus Supplement
will set forth the commission payable for solicitation of such
contracts.
Subject to certain conditions, the Company may agree to
indemnify any underwriters, dealers, agents or purchasers and
their controlling persons against certain civil liabilities,
including certain liabilities under the Securities Act of 1933.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Estimation based upon the issuance of all of the Debt
Securities in one issuance:<PAGE>
Securities and Exchange Commission
Filing Fees $ 50,345
State Filing and Recordation fees and
expenses 40,000
Printing Registration Statement,
Prospectus, etc. 25,000
Printing and Engraving Debt Securities 10,000
Independent Auditors' fees 15,000
Charges of Trustee (including counsel fees) 25,000
Legal fees 133,500
Rating Agency fees 86,250
Miscellaneous expenses $ 20,000
Total $405,095
* Estimated, except for filing fees.
Item 15. Indemnification of Directors and Officers.
The Bylaws of the Company provide that the Company shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal because such person
is or was a director, officer or employee of the Company or is or
was serving at the request of the Company as a director, officer,
partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, against any obligations to pay judgments,
settlements, penalties, fines (including any excise tax) or
reasonable expenses (including attorneys' fees) incurred by such
person in connection with such action, suit or proceeding if (a)
such person conducted him or herself in good faith, (b) such
person believed in the case of conduct in such person's official
capacity with the Company (as defined) that his or her conduct
was in the best interests of the Company, and, in all other
cases, that his or her conduct was at least not opposed to its
best interests, (c) with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his or
her conduct was unlawful and (d) such person was not grossly
negligent or guilty of willful misconduct. Such indemnification
in connection with a proceeding by or in the right of the Company
is limited to reasonable expenses incurred in connection with the
proceeding. Any such indemnification (unless ordered by a court)
shall be made by the Company only as authorized in the specific
case upon a determination that indemnification of the director is
proper in the circumstances because such person has met the
applicable standard of conduct.
Section 13.1-698 of the Code of Virginia provides that
unless limited by the articles of incorporation, a corporation
shall indemnify a director who entirely prevails in the defense<PAGE>
of any action, suit or proceeding to which such person was a
party because such person is or was a director of the corporation
against reasonable expenses incurred in connection with such
action, suit or proceeding. Section 13.1-699 provides that a
corporation may pay for or reimburse reasonable expenses incurred
by a director who is a party to such a proceeding in advance of
final disposition of such proceeding if (a) the director
furnishes a written statement of his or her good faith belief
that the standard of conduct described in the paragraph above has
been met; (b) the director furnishes the corporation a written
undertaking by or on behalf of the director to repay the advance
if it is ultimately determined that such person did not meet the
standard of conduct; and (c) a determination is made that the
facts then known to those making the determination would not
preclude indemnification. Section 13.1-700.1 provides procedures
which allow directors to apply to a court for an order directing
advances or indemnification.
Section 13.1-702 provides that unless limited by the
articles of incorporation, (a) officers are entitled to mandatory
indemnification under Section 13.1-698 and to apply for court
ordered indemnification under Section 13.1-700.1 to the same
extent as a director, and (b) that a corporation may indemnify
and advance expenses to an officer, employee or agent to the same
extent as to a director. Section 13.1-704 provides that any
corporation shall have the power to make any further indemnity to
any director, officer, employee or agent that may be authorized
by the articles of incorporation or any bylaw made by the
stockholders or any resolution adopted, before or after the
event, by the stockholders, except an indemnity against willful
misconduct or a knowing violation of criminal law.
The above is a general summary of certain provisions of the
Company's Bylaws and the Code of Virginia and is subject in all
respects to the specific and detailed provisions of the Company's
Bylaws and the Code of Virginia.
Reference is made to the Selling Agency Agreement filed as
Exhibit 1 hereto, which provides for indemnification of the
Company, certain of its directors and officers, and persons who
control the Company, under certain circumstances.
The Company maintains insurance policies insuring its
directors and officers against certain obligations that may be
incurred by them.
Item 16. Exhibits.
Reference is made to the information contained in the
Exhibit Index filed as part of this Registration Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:<PAGE>
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the Debt Securities, and the
offering thereof at that time shall be deemed to be the initial
bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the laws of the Commonwealth of Virginia, the registrant's Bylaws
or otherwise, the registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as
expressed in said Act and is, therefore, unenforceable. In the<PAGE>
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the Debt Securities, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
said Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable cause to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Columbus and State of Ohio, on the 4th day of April, 1995.
APPALACHIAN POWER COMPANY
E. Linn Draper, Jr.*
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
(i) Principal Executive
Officer Chairman of the Board
and Chief Executive
E. Linn Draper, Jr.* Officer April 4, 1995
(ii) Principal Financial
Officer:
G. P. Maloney Vice President April 4, 1995
(iii) Principal Accounting
Officer:
P. J. DeMaria* Treasurer April 4, 1995
(iv) A Majority of the
Directors:<PAGE>
P. J. DeMaria*
E. Linn Draper, Jr.*
H. W. Fayne*
Luke M. Feck*
Wm. J. Lhota*
G. P. Maloney
James J. Markowsky*
J. H. Vipperman* April 4, 1995
*By_/s/ G. P. Maloney__
(G. P. Maloney, Attorney-in-Fact)
EXHIBIT INDEX
Certain of the following exhibits, designated with an
asterisk (*), are filed herewith. The exhibits not so designated
have heretofore been filed with the Commission and, pursuant to
17 C.F.R. Section 201.24 and Section 230.411, are incorporated
herein by reference to the documents indicated following the
descriptions of such exhibits.
Exhibit No. Description
*1 - Copy of proposed form of Selling Agency Agreement
for the Notes.
4(a) - Copy of Mortgage and Deed of Trust, dated as of
December 1, 1940, between the Company and Bankers
Trust Company and R. Gregory Page, as Trustees, as
amended and supplemented [Registration Statement
No. 2-7289, Exhibit 7(b); Registration Statement
No. 2-19884, Exhibit 2(1); Registration Statement
No.2-24453, Exhibit 2(n); Registration Statement
No. 2-60015, Exhibits 2(b)(2), 2(b)(3), 2(b)(4),
2(b)(5), 2(b)(6), 2(b)(7), 2(b)(8), 2(b)(9),
2(b)(10), 2(b)(12), 2(b)(14), 2(b)(15), 2(b)(16),
2(b)(17), 2(b)(18), 2(b)(19), 2(b)(20), 2(b)(21),
2(b)(22), 2(b)(23), 2(b)(24), 2(b)(25), 2(b)(26),
2(b)(27) and 2(b)(28); Registration Statement No.
2-64102, Exhibit 2(b)(29); Registration Statement
No. 2-66457, Exhibits 2(b)(30) and 2(b)(31);
Registration Statement No. 2-69217, Exhibit
2(b)(32); Registration Statement No. 2-86237,
Exhibit 4(b); Registration Statement No. 33-11723,
Exhibit 4(b); Registration Statement No. 33-17003,
Exhibit 4(a)(ii); Registration Statement No. 33-
30964, Exhibit 4(b); Registration Statement No.
33-40720, Exhibit 4(b); Registration Statement No.
33-45219, Exhibit 4(b); Registration Statement No.
33-50112, Exhibits 4(b) and 4(c); Registration
Statement No. 33-53410, Exhibit 4(b); Registration<PAGE>
Statement No. 33-59834, Exhibit 4(b); Registration
Statement No. 33-50229, Exhibits 4(b) and 4(c)].
*4(b) - Copy of Supplemental Indenture, dated as of
October 1, 1993, between the Company and Bankers
Trust Company, providing for the issuance of
$30,000,000 principal amount of First Mortgage
Bonds, 7.15% Series due November 1, 2023 and
$30,000,000 principal amount of First Mortgage
Bonds, 6.00% due November 1, 2003.
*4(c) - Copy of Supplemental Indenture, dated as of
November 1, 1993, between the Company and Bankers
Trust Company, providing for the issuance of
$50,000,000 principal amount of First Mortgage
Bonds, 7.125% Series due May 1, 2024.
*4(d) - Copy of Supplemental Indenture, dated as of August
15, 1994, between the Company and Bankers Trust
Company, providing for the issuance of $21,000,000
principal amount of First Mortgage Bonds, 7.70%
Series due September 1, 2004.
*4(e) - Copy of Supplemental Indenture, dated as of
October 1, 1994, between the Company and Bankers
Trust Company, providing for the issuance of
$50,000,000 principal amount of First Mortgage
Bonds, 7.85% Series due November 1, 2004.
*4(f) - Copy of Supplemental Indenture, dated as of March
1, 1995, between the Company and Bankers Trust
Company, providing for the issuance of $50,000,000
principal amount of First Mortgage Bonds, 8.00%
Series due May 1, 2005.
*4(g) - Copy of form of proposed Supplemental Indenture to
be entered into between the Company and Bankers
Trust Company, as Trustee, for the Notes.
4(h) - Copy of Agreement, dated as of April 1, 1962,
between the Company and Manufacturers Hanover
Trust Company (now Chemical Bank), as Trustee,
providing for the issuance of Debentures in series
and for $20,000,000 principal amount of 4-5/8%
Sinking Fund Debentures due 1992 [Registration
Statement No. 2-60015, Exhibit 2(d)(1)]; Copy of
Supplemental Agreement, dated as of July 1, 1965,
between the Company and Manufacturers Hanover
Trust Company (now Chemical Bank), as Trustee
[Registration Statement No. 2-24453, Exhibit
2(b)]; Copy of Supplemental Agreement, dated as of
March 1, 1966, between the Company and
Manufacturers Hanover Trust Company (now Chemical
Bank), as Trustee, providing for the issuance of<PAGE>
$30,000,000 principal amount of 6% Sinking Fund
Debentures due 1996 [Registration Statement No. 2-
60015, Exhibit 2(d)(3)].
*5 - Opinion of Simpson Thacher & Bartlett with respect
to the Debt Securities.
12 - Statement re Computations of Ratios [Annual Report
on Form 10-K of the Company for the fiscal year
ended December 31, 1994, File No. 1-6858, Exhibit
12].
*23(a) - Consent of Deloitte & Touche LLP, dated April 4,
1995.
23(b) - Consent of Simpson Thacher & Bartlett (included in
Exhibit 5 filed herewith).
*23(c) - Consent of Hunton & Williams.
*23(d) - Consent of Kay, Casto, Chaney, Love & Wise.
*23(e) - Consent of Hunter, Smith & Davis.
*24 - Powers of Attorney and resolutions of the Board of
Directors of the Company.
*25 - Form T-1 re eligibility of Bankers Trust Company.<PAGE>
<PAGE> Exhibit 1
APPALACHIAN POWER COMPANY
$150,000,000 First Mortgage Bonds,
Designated Secured Medium Term Notes,
Due From Nine Months to Forty-Two Years From Date of Issue
Selling Agency Agreement
____________, ____
Dear Sirs:
Appalachian Power Company, a Virginia corporation (the
"Company"), confirms its agreement with each of you with respect
to the issue and sale by the Company of up to $150,000,000
aggregate principal amount of its First Mortgage Bonds,
Designated Secured, Medium Term Notes Due from Nine Months to
Forty-Two Years from Date of Issue (the "Notes"). The Notes will
be issued under the Company's Mortgage and Deed of Trust dated
December 1, 1940 between the Company and Bankers Trust Company,
as trustee (the "Trustee"), as heretofore supplemented and as to
be further supplemented by one or more supplemental indentures
(said Mortgage, as heretofore supplemented, and as it is to be
supplemented, being hereinafter referred to as the "Mortgage").
The Notes will be issued in minimum denominations of $1,000 and
in integral multiples thereof, will be issued only in fully
registered form and will have the annual interest rates,
maturities and, if appropriate, other terms set forth in a
supplement to the Prospectus referred to below. The Notes will
be issued, and the terms thereof established, in accordance with
the Mortgage and, in the case of Notes sold pursuant to Section
2(a), the Medium Term Notes Administrative Procedures attached
hereto as Exhibit A (the "Procedures"). The Procedures may only
be amended by written agreement of the Company and you after
notice to, and with the approval of, the Trustee. For the
purposes of this Agreement, the term "Agent" shall refer to any
one of you and any Additional Agent as defined and as provided
for in Section 2(a) acting solely in the capacity as agent for
the Company pursuant to Section 2(a) and not as principal
(collectively, the "Agents"), the term the "Purchaser" shall
refer to one of you acting solely as principal pursuant to
Section 2(b) and not as agent, and the term "you" shall refer to
you collectively whether at any time any of you is acting in both
such capacities or in either such capacity.
1. Representations and Warranties. The Company
represents and warrants to, and agrees with, you as set forth
below in this Section 1. Certain terms used in this Section 1
are defined in paragraph (d) hereof.
(a) The Company meets the requirements for use of Form
S-3 under the Securities Act of 1933, as amended (the
"Act"), and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on
such Form S-3 (File Number: 33-_____), including a basic
prospectus, which has become effective, for the registration
under the Act of $150,000,000 aggregate principal amount of
debt securities (the "Securities"), including the Notes.
Such registration statement meets the requirements set forth
in Rule 415(a)(1)(ix) or (x) under the Act and complies in
all other material respects with said Rule. The Company has
included in such registration statement, as amended at the
date of this Agreement, or has filed or will file with the
Commission pursuant to the applicable paragraph of Rule
424(b) under the Act, a supplement to the form of prospectus
included in such registration statement relating to the
Notes and the plan of distribution thereof (the "Prospectus
Supplement"). In connection with the sale of Notes the
Company proposes to file with the Commission pursuant to the
applicable paragraph of Rule 424(b) under the Act further
supplements to the Prospectus Supplement specifying the
interest rates, maturity dates and, if appropriate, other
terms of the Notes sold pursuant hereto or the offering
thereof.
(b) As of the Execution Time, on the Effective Date,
when any supplement to the Prospectus is filed with the
Commission, as of the date of any Terms Agreement (as
defined in Section 2(b)) and at the date of delivery by the
Company of any Notes sold hereunder (a "Closing Date"), (i)
the Registration Statement, as amended as of any such time,
and the Prospectus, as supplemented as of any such time,
will comply in all material respects with the applicable
requirements of the Act, the Securities Exchange Act of
1934, as amended (the "Exchange Act") and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture
Act"), and the respective rules under the Act, the Exchange
Act and the Trust Indenture Act; (ii) the Registration
Statement, as amended as of any such time, did not or will
not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or
necessary in order to make the statements therein not
misleading; and (iii) the Prospectus, as supplemented as of
any such time, will not contain any untrue statement of a
material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations
or warranties as to (i) that part of the Registration
Statement which shall constitute the Statement of
Eligibility (Form T-1) of the Trustee under the Trust
Indenture Act or (ii) the information contained in or
omitted from the Registration Statement or the Prospectus
(or any supplement thereto) in reliance upon and in
conformity with information furnished in writing to the
Company by any of you expressly for use in the Registration
Statement or the Prospectus (or any supplement thereto).
(c) As of the time any Notes are issued and sold
hereunder, the Mortgage will constitute a legal, valid and
binding instrument enforceable against the Company in
accordance with its terms and such Notes will have been duly
authorized, executed, authenticated and, when paid for by
the purchasers thereof, will constitute legal, valid and
binding obligations of the Company entitled to the benefits
of the Mortgage, except as the enforceability thereof may be
limited by bankruptcy, insolvency, or other similar laws
affecting the enforcement of creditors' rights in general,
and except as the availability of the remedy of specific
performance is subject to general principles of equity
(regardless of whether such remedy is sought in a proceeding
in equity or at law), and by an implied covenant of good
faith and fair dealing.
(d) The terms which follow, when used in this
Agreement, shall have the meanings indicated. The term "the
Effective Date" shall mean each date that the Registration
Statement and any post-effective amendment or amendments
thereto became or become effective. "Execution Time" shall
mean the date and time that this Agreement is executed and
delivered by the parties hereto. "Basic Prospectus" shall
mean the form of basic prospectus relating to the Securities
contained in the Registration Statement at the Effective
Date. "Prospectus" shall mean the Basic Prospectus as
supplemented by the Prospectus Supplement. "Registration
Statement" shall mean the registration statement referred to
in paragraph (a) above, including incorporated documents,
exhibits and financial statements, as amended at the
Execution Time. "Rule 415" and "Rule 424" refer to such
rules under the Act. Any reference herein to the
Registration Statement, the Basic Prospectus, the Prospectus
Supplement or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the
Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic
Prospectus, the Prospectus Supplement or the Prospectus, as
the case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus, the Prospectus
Supplement or the Prospectus shall be deemed to refer to and
include the filing of any document under the Exchange Act
after the Effective Date of the Registration Statement or
the issue date of the Basic Prospectus, the Prospectus
Supplement or the Prospectus, as the case may be, deemed to
be incorporated therein by reference.
2. Appointment of Agents; Solicitation by the Agents
of Offers to Purchase; Sales of Notes to a Purchaser.
(a) Subject to the terms and conditions set forth
herein, the Company hereby authorizes each of the Agents to
act as its agent to solicit offers for the purchase of all
or part of the Notes from the Company.
On the basis of the representations and
warranties, and subject to the terms and conditions set
forth herein, each of the Agents agrees, as agent of the
Company, to use its reasonable best efforts to solicit
offers to purchase the Notes from the Company upon the terms
and conditions set forth in the Prospectus (and any
supplement thereto) and in the Procedures.
The Company reserves the right, in its sole
discretion, to instruct the Agents to suspend at any time,
for any period of time or permanently, the solicitation of
offers to purchase the Notes. Upon receipt of instructions
from the Company, the Agents will forthwith suspend
solicitation of offers to purchase Notes from the Company
until such time as the Company has advised them that such
solicitation may be resumed.
The Company expressly reserves the right, upon
fifteen business days' prior written notice to each Agent,
to appoint other persons, partnerships or corporations
("Additional Agents") to act as its agent to solicit offers
for the purchase of Notes; provided, each Additional Agent
shall be named in the Prospectus and shall either execute
this Agreement and become a party hereto or shall enter into
an agency agreement with the Company on terms substantially
similar to those contained herein; thereafter the term Agent
as used in this Agreement shall mean each Agent and each
such Additional Agent.
The Company agrees to pay each Agent a commission,
on the Closing Date with respect to each sale of Notes by
the Company as a result of a solicitation made by such
Agent, in an amount equal to that percentage specified in
Schedule I hereto of the aggregate principal amount of the
Notes sold by the Company. Such commission shall be payable
as specified in the Procedures.
Subject to the provisions of this Section and to
the Procedures, offers for the purchase of Notes may be
solicited by an Agent as agent for the Company at such time
and in such amounts as such Agent deems advisable. The
Company may from time to time offer Notes for sale otherwise
than through an Agent; provided, however, that so long as
this Agreement shall be in effect the Company shall not
solicit or accept offers to purchase Notes through any agent
other than an Agent.
(b) Subject to the terms and conditions stated herein,
whenever the Company and any Agent determines that the
Company shall sell Notes directly to such Agent as
principal, each such sale of Notes shall be made in
accordance with the terms of this Agreement and, unless
otherwise agreed by the Company and such Agent, any
supplemental agreement relating thereto between the Company
and the Purchaser. Each such supplemental agreement (which
may be an oral or written agreement) is herein referred to
as a "Terms Agreement". Each Terms Agreement shall describe
(whether orally or in writing) the Notes to be purchased by
the Purchaser pursuant thereto, and shall specify the
aggregate principal amount of such Notes, the maturity date
of such Notes, the rate at which interest will be paid on
such Notes, the dates on which interest will be paid on such
Notes and the record date with respect to each such payment
of interest, the Closing Date for the purchase of such
Notes, the place of delivery of the Notes and payment
therefor, the method of payment and any requirements for the
delivery of the opinions of counsel, the certificates from
the Company or its officers, or a letter from the Company's
independent public accountants, pursuant to Section 6(b).
Any such Terms Agreement may also specify the period of time
referred to in Section 4(m). Any written Terms Agreement
may be in the form attached hereto as Exhibit B. The
Purchaser's commitment to purchase Notes shall be deemed to
have been made on the basis of the representations and
warranties of the Company herein contained and shall be
subject to the terms and conditions herein set forth.
The Company also may sell Notes to any Agent, acting as
principal, at a discount to be agreed upon at the time of
sale, for resale to one or more investors or to another
broker-dealer (acting as principal for purposes of resale)
at varying prices related to prevailing market prices at the
time of such resale as determined by such Agent. An Agent
may resell a Note purchased by it as principal to another
broker-dealer at a discount, provided such discount does not
exceed the commission or discount received by such Agent
from the Company in connection with the original sale of
such Note.
(c) The Company, however, expressly reserves the right
to place the Notes itself privately or through a negotiated
underwritten transaction with one or more underwriters
without notice to any Agent and without any opportunity for
any Agent to solicit offers for the purchase of the Notes.
In such event, no commission will be payable to the Agents.
Delivery of the Notes sold to the Purchaser
pursuant to any Terms Agreement shall be made not later than
the Closing Date agreed to in such Terms Agreement, against
payment of funds to the Company in the net amount due to the
Company for such Notes by the method and in the form set
forth in the Procedures unless otherwise agreed to between
the Company and the Purchaser in such Terms Agreement.
3. Offering and Sale of Notes. Each Agent and the
Company agree to perform the respective duties and obligations
specifically provided to be performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of the
Notes, the Company will not file any amendment of the
Registration Statement or supplement to the Prospectus
(except for (i) periodic or current reports filed under the
Exchange Act; (ii) a supplement relating to any offering of
Notes providing solely for the specification of or a change
in the maturity dates, interest rates, issuance prices or
other similar terms of any Notes or (iii) a supplement
relating to an offering of Securities other than the Notes)
unless the Company has furnished each of you a copy for your
review prior to filing and given each of you a reasonable
opportunity to comment on any such proposed amendment or
supplement. Subject to the foregoing sentence, the Company
will cause each supplement to the Prospectus to be filed
with the Commission pursuant to the applicable paragraph of
Rule 424(b) within the time period prescribed and will
provide evidence satisfactory to you of such filing. The
Company will promptly advise each of you (i) when the
Prospectus, and any supplement thereto, shall have been
filed with the Commission pursuant to Rule 424(b); (ii)
when, prior to the termination of the offering of the Notes,
any amendment of the Registration Statement shall have been
filed or become effective; (iii) of any request by the
Commission for any amendment of the Registration Statement
or supplement to the Prospectus or for any additional
information; (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration
Statement or the institution or threatening of any
proceeding for that purpose and (v) of the receipt by the
Company of any notification with respect to the suspension
of the qualification of the Notes for sale in any
jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use every
reasonable effort to prevent the issuance of any such stop
order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Notes is required to be delivered under the Act, any event
occurs as a result of which the Prospectus as then supple-
mented would include any untrue statement of a material fact
or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading, or if it shall be
necessary to amend the Registration Statement or to
supplement the Prospectus to comply with the Act or the
Exchange Act or the respective rules thereunder, the Company
promptly will (i) notify each of you to suspend solicitation
of offers to purchase Notes (and, if so notified by the
Company, each of you shall forthwith suspend such
solicitation and cease using the Prospectus as then
supplemented); (ii) prepare and file with the Commission,
subject to the first sentence of paragraph (a) of this
Section 4, an amendment or supplement which will correct
such statement or omission or effect such compliance and
(iii) supply any supplemented Prospectus to each of you in
such quantities as you may reasonably request. If such
amendment or supplement, and any documents, certificates and
opinions furnished to each of you pursuant to paragraph (g)
of this Section 4 in connection with the preparation or
filing of such amendment or supplement are satisfactory in
all respects to you, you will, upon the filing of such
amendment or supplement with the Commission and upon the
effectiveness of an amendment to the Registration Statement,
if such an amendment is required, resume your obligation to
use your reasonable best efforts to solicit offers to
purchase Notes hereunder.
(c) The Company, during the period when a prospectus
relating to the Notes is required to be delivered under the
Act, will file promptly all documents required to be filed
with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act and will furnish to each of you
copies of such documents. In addition, on or prior to the
date on which the Company makes any announcement to the
general public concerning earnings or concerning any other
event which is required to be described, or which the
Company proposes to describe, in a document filed pursuant
to the Exchange Act, the Company will furnish to each of you
the information contained or to be contained in such
announcement. The Company also will furnish to each of you
copies of all other press releases or announcements to the
general public. The Company will immediately notify each of
you of any downgrading in the rating of the Notes or any
other debt securities of the Company, or any proposal to
downgrade the rating of the Notes or any other debt
securities of the Company, by any "nationally recognized
statistical rating organization" (as defined for purposes of
Rule 436(g) under the Act), as soon as the Company learns of
any such downgrading or proposal to downgrade.
(d) As soon as practicable, the Company will make
generally available to its security holders and to each of
you an earning statement or statements of the Company and
its subsidiaries which will satisfy the provisions of
Section 11(a) of the Act and Rule 158 under the Act.
(e) The Company will furnish to each of you and your
counsel, without charge, copies of the Registration
Statement (without exhibits) and, so long as delivery of a
prospectus may be required by the Act, as many copies of the
Prospectus and any supplement thereto as you may reasonably
request.
(f) The Company will use its best efforts to qualify
the Notes for offer and sale under the securities or "blue
sky" laws of such jurisdictions as you may designate within
six months after the final sale of Notes pursuant to this
Agreement and agrees to pay, or to reimburse you and your
counsel for, reasonable filing fees and expenses in
connection therewith in an amount not exceeding $5,000 in
the aggregate (including filing fees and expenses paid and
incurred prior to the date hereof), provided, however, that
the Company shall not be required to qualify as a foreign
corporation or to file a consent to service of process or to
file annual reports or to comply with any other requirements
deemed by the Company to be unduly burdensome.
(g) The Company shall furnish to each of you such
information, documents, certificates of officers of the
Company and opinions of counsel for the Company relating to
the business, operations and affairs of the Company, the
Registration Statement, the Prospectus, and any amendments
thereof or supplements thereto, the Mortgage, the Notes,
this Agreement, the Procedures and the performance by the
Company and you of its and your respective obligations
hereunder and thereunder as any of you may from time to time
and at any time prior to the termination of this Agreement
reasonably request.
(h) The Company shall, whether or not any sale of the
Notes is consummated, (i) pay all expenses incident to the
performance of its obligations under this Agreement,
including the fees and disbursements of its accountants and
counsel, the cost of printing or other production and
delivery of the Registration Statement, the Prospectus, all
amendments thereof and supplements thereto, the Mortgage,
this Agreement and all other documents relating to the
offering, the cost of preparing, printing, packaging and
delivering the Notes, the fees and disbursements of the
Trustee and the fees of any agency that rates the Notes;
(ii) reimburse each of you on a monthly basis for all out-
of-pocket expenses (including without limitation advertising
expenses) incurred with the prior approval of the Company in
connection with this Agreement; and (iii) pay the reasonable
fees and expenses of your counsel incurred in connection
with this Agreement, including fees of counsel incurred in
compliance with and to the extent stated in Section 4(f),
including the preparation of a Blue Sky Survey.
(i) Each acceptance by the Company of an offer to
purchase Notes will be deemed to be an affirmation that its
representations and warranties contained in this Agreement
are true and correct at the time of such acceptance, as
though made at and as of such time, and a covenant that such
representations and warranties will be true and correct at
the time of delivery to the purchaser of the Notes relating
to such acceptance, as though made at and as of such time
(it being understood that for purposes of the foregoing
affirmation and covenant such representations and warranties
shall relate to the Registration Statement and Prospectus as
amended or supplemented at each such time). Each such
acceptance by the Company of an offer for the purchase of
Notes shall be deemed to constitute an additional
representation, warranty and agreement by the Company that,
as of the settlement date for the sale of such Notes, after
giving effect to the issuance of such Notes, of any other
Notes to be issued on or prior to such settlement date and
of any other Securities to be issued and sold by the Company
on or prior to such settlement date, the aggregate amount of
Securities (including any Notes) which have been issued and
sold by the Company will not exceed the amount of Securities
registered pursuant to the Registration Statement.
(j) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an
amendment or supplement (i) relating to any offering of
Securities other than the Notes, (ii) incorporating by
reference information contained in a Current Report on Form
8-K filed by the Company under the Exchange Act that is (A)
filed solely under Item 5 of Form 8-K and (B) not required
to be filed to comply with Section 4(b), or (iii) providing
solely for the specification of or a change in the maturity
dates, the interest rates, the issuance prices or other
similar terms of any Notes sold pursuant hereto, unless, in
the case of clause (ii) above, in the reasonable judgment of
any of you, such information is of such a nature that a
certificate of the Company should be delivered), the Company
will deliver or cause to be delivered promptly to each of
you a certificate of the Company, signed by a Vice President
or Assistant Treasurer of the Company, dated the date of the
effectiveness of such amendment or the date of the filing of
such supplement, in form reasonably satisfactory to you, of
the same tenor as the certificate referred to in Section
5(c) but modified to relate to the last day of the fiscal
quarter for which financial statements of the Company were
last filed with the Commission and to the Registration
Statement and the Prospectus as amended and supplemented to
the time of the effectiveness of such amendment or the
filing of such supplement.
(k) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an
amendment or supplement (i) relating to any offering of
Securities other than the Notes, (ii) incorporating by
reference information contained in a Current Report on Form
8-K filed by the Company under the Exchange Act that is (A)
filed solely under Item 5 of Form 8-K and (B) not required
to be filed to comply with Section 4(b), or (iii) providing
solely for the specification of or a change in the maturity
dates, the interest rates, the issuance prices or other
similar terms of any Notes sold pursuant hereto, unless, in
the case of this clause (ii) above, in the reasonable
judgment of any of you, such information is of such a nature
that an opinion of counsel should be furnished), the Company
shall furnish or cause to be furnished promptly to each of
you a written opinion of counsel of the Company satisfactory
to each of you (which may include counsel employed by
American Electric Power Service Corporation, an affiliate of
the Company), dated the date of the effectiveness of such
amendment or the date of the filing of such supplement,
substantially in the form heretofore made available to the
Agents or, in lieu of such opinion, counsel last furnishing
such an opinion to you may furnish each of you with a letter
to the effect that you may rely on such last opinion to the
same extent as though it were dated the date of such letter
authorizing reliance (except that statements in such last
opinion will be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to
the time of the effectiveness of such amendment or the
filing of such supplement).
(l) If requested, each time that the Registration
Statement or the Prospectus is amended or supplemented to
include or incorporate amended or supplemental financial
information, the Company shall cause its independent public
accountants promptly to furnish each of you a letter, dated
the date of the effectiveness of such amendment or the date
of the filing of such supplement, in form satisfactory to
each of you, of the same tenor as the letter referred to in
Section 5(d) with such changes as may be necessary to
reflect the amended and supplemental financial information
included or incorporated by reference in the Registration
Statement and the Prospectus, as amended or supplemented to
the date of such letter; provided, however, that, if the
Registration Statement or the Prospectus is amended or
supplemented solely to include or incorporate by reference
financial information as of and for a fiscal quarter, the
Company's independent public accountants may limit the scope
of such letter, which shall be satisfactory in form to each
of you, to the unaudited financial statements, the related
"Management's Discussion and Analysis of Financial Condition
and Results of Operations" and any other information of an
accounting, financial or statistical nature included in such
amendment or supplement, unless, in the reasonable judgment
of any of you, such letter should cover other information or
changes in specified financial statement line items.
(m) During the period, if any, which shall not exceed
ten days, specified in any Terms Agreement, the Company
shall not, without the prior consent of the Purchaser
thereunder, issue or announce the proposed issuance of any
of its debt securities, including Notes, with terms substan-
tially similar to the Notes being purchased pursuant to such
Terms Agreement, other than borrowings under its revolving
credit agreements and lines of credit, issuances of its
commercial paper, and other forms of unsecured borrowings
from banks or other financial institutions.
5. Conditions to the Obligations of the Agents. The
obligations of each Agent to solicit offers to purchase the Notes
shall be subject to the accuracy of the representations and
warranties on the part of the Company contained herein as of the
Execution Time, on the Effective Date, when any supplement to the
Prospectus is filed with the Commission and as of each Closing
Date, to the accuracy of the statements of the Company made in
any certificates pursuant to the provisions hereof at each such
time or date, to the performance by the Company of its
obligations hereunder and to the following additional conditions:
(a) If filing of the Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the
Prospectus, and any such supplement, shall have been filed
in the manner and within the time period required by Rule
424(b); and no stop order suspending the effectiveness of
the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or
threatened.
(b) That, at the Execution Time, each Agent shall be
furnished with the following opinions, dated the date
thereof, with such changes therein as may be agreed upon by
the Company and the Agents with the approval of Dewey
Ballantine, counsel to the Agents:
(1) Opinion of Simpson Thacher & Bartlett, of New
York, New York, counsel to the Company, substantially
in the form heretofore made available to the Agents;
(2) Opinion of Dewey Ballantine, of New York, New
York, counsel to the Agents, substantially in the form
heretofore made available to the Agents.
(c) The Company shall have furnished to each Agent a
certificate of the Company, signed by a Vice President or
Assistant Treasurer of the Company, dated the Execution
Time, to the effect that the signers of such certificate
have carefully examined the Registration Statement, the
Prospectus, any supplement to the Prospectus and this
Agreement and that:
(1) the representations and warranties of the
Company in this Agreement are true and correct in all
material respects on and as of the date hereof with the
same effect as if made on the date hereof and the
Company has complied with all the agreements and
satisfied all the conditions on its part to be
performed or satisfied as a condition to the obligation
of the Agents to solicit offers to purchase the Notes;
(2) no stop order suspending the effectiveness of
the Registration Statement has been issued and no
proceedings for that purpose have been instituted or,
to the Company's knowledge, threatened; and
(3) since the date of the most recent financial
statements included in the Prospectus, there has been
no material adverse change in the condition (financial
or other), earnings, business or properties of the
Company and its subsidiaries, whether or not arising
from transactions in the ordinary course of business,
except as set forth in or contemplated in the
Prospectus.
(d) That the Agents shall have received a letter from
Deloitte & Touche LLP in form and substance satisfactory to
them, dated as of the Execution Time, (i) confirming that
they are independent public accountants within the meaning
of the Act and the applicable published rules and
regulations of the Commission thereunder; (ii) stating that
in their opinion the financial statements audited by them
and included or incorporated by reference in the
Registration Statement complied as to form in all material
respects with the then applicable accounting requirements of
the Commission, including applicable published rules and
regulations of the Commission and (iii) covering as of a
date not more than five business days prior to the date of
such letter such other matters as the Agents reasonably
request.
(e) Prior to the Execution Time, the Company shall
have furnished to each Agent such further information,
documents, certificates and opinions of counsel as the
Agents may reasonably request.
If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects when and
as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form
and substance to such Agents and counsel for the Agents, this
Agreement and all obligations of any Agent hereunder may be
canceled at any time by the Agents without any liability
whatsoever. Notice of such cancellation shall be given to the
Company in writing or by telephone or telex or facsimile
transmission confirmed in writing.
The documents required to be delivered by this Section
5 shall be delivered at the offices of Simpson Thacher &
Bartlett, counsel for the Company, at 425 Lexington Avenue, New
York, New York, on the date hereof.
6. Conditions to the Obligations of the Purchaser.
The obligations of the Purchaser to purchase any Notes will be
subject to the accuracy of the representations and warranties on
the part of the Company herein as of the date of any related
Terms Agreement and as of the Closing Date for such Notes, to the
performance and observance by the Company of all covenants and
agreements herein contained on its part to be performed and
observed and to the following additional conditions precedent:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or
threatened.
(b) If specified by any related Terms Agreement and
except to the extent modified by such Terms Agreement, the
Purchaser shall have received, appropriately updated, (i) a
certificate of the Company, dated as of the Closing Date, to
the effect set forth in Section 5(c) (except that references
to the Prospectus shall be to the Prospectus as supplemented
at the time of execution of the Terms Agreement); (ii) the
opinion of counsel for the Company (which may be either
Simpson Thacher & Bartlett or an attorney employed by
American Electric Power Service Corporation, an affiliate of
the Company), dated as of the Closing Date, substantially in
the form heretofore made available to the Agents; (iii) the
opinion of Dewey Ballantine, counsel for the Agents, dated
as of the Closing Date, substantially in the form heretofore
made available to the Agents, and (iv) the letter of
Deloitte & Touche LLP, independent accountants for the
Company, dated as of the Closing Date, substantially in the
form heretofore made available to the Agents.
(c) Prior to the Closing Date, the Company shall have
furnished to the Purchaser such further information, certif-
icates and documents as the Purchaser may reasonably
request.
If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects when and
as provided in this Agreement and any Terms Agreement, or if any
of the opinions and certificates mentioned above or elsewhere in
this Agreement or such Terms Agreement shall not be in all
material respects reasonably satisfactory in form and substance
to the Purchaser and its counsel, such Terms Agreement and all
obligations of the Purchaser thereunder and with respect to the
Notes subject thereto may be canceled at, or at any time prior
to, the respective Closing Date by the Purchaser without any
liability whatsoever. Notice of such cancellation shall be given
to the Company in writing or by telephone or telex or facsimile
transmission confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to
Purchase. The Company agrees that any person who has agreed to
purchase and pay for any Note, including a Purchaser and any
person who purchases pursuant to a solicitation by any of the
Agents, shall have the right to refuse to purchase such Note if
(a) at the Closing Date therefor, any condition set forth in
Section 5 or 6, as applicable, shall not be satisfied or (b)
subsequent to the agreement to purchase such Note, there shall
have been any decrease in the ratings of any of the Company's
debt securities by Moody's Investors Service, Inc. ("Moody's") or
Standard & Poor's Corporation ("S&P") or either Moody's or S&P
shall publicly announce that it has any of such debt securities
under consideration for possible downgrade. Notwithstanding the
foregoing, no Agent shall have any obligation to exercise its
judgment on behalf of any purchaser.
8. Indemnification.
(a) The Company agrees, to the extent permitted by
law, to indemnify and hold you harmless and each person, if
any, who controls you within the meaning of Section 15 of
the Act, against any and all losses, claims, damages or
liabilities, joint or several, to which you, they or any of
you or them may become subject under the Act or otherwise,
and to reimburse you and such controlling person or persons,
if any, for any legal or other expenses incurred by you or
them in connection with defending any action, insofar as
such losses, claims, damages, liabilities or actions arise
out of or are based upon any alleged untrue statement of a
material fact contained in the Registration Statement, or in
the Prospectus, or if the Company shall furnish or cause to
be furnished to you any amendments or any supplemental
information, in the Prospectus as so amended or supplemented
other than amendments or supplements relating solely to
securities other than the Notes (provided that if such
Prospectus or such Prospectus, as amended or supplemented,
is used after the period of time referred to in Section 4(b)
hereof, it shall contain such amendments or supplements as
the Company deems necessary to comply with Section 10(a) of
the Act), or arise out of or are based upon any alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein
not misleading, except insofar as such losses, claims,
damages, liabilities or actions arise out of or are based
upon any such alleged untrue statement or omission which was
made in such Registration Statement or Prospectus, or in the
Prospectus as so amended or supplemented, in reliance upon
and in conformity with information furnished in writing to
the Company by or through you expressly for use therein or
with any statements in or omissions from that part of the
Registration Statement that shall constitute the Statement
of Eligibility under the Trust Indenture Act, of any
indenture trustee under an indenture of the Company, and
except that this indemnity shall not inure to your benefit
(or of any person controlling you) on account of any losses,
claims, damages, liabilities or actions arising from the
sale of the Notes to any person if such loss arises from the
fact that a copy of the Prospectus, as the same may then be
supplemented or amended to such extent such Prospectus was
provided to you by the Company (excluding, however, any
document then incorporated or deemed incorporated therein by
reference), was not sent or given by you to such person with
or prior to the written confirmation of the sale involved
and the alleged omission or alleged untrue statement was
corrected in the Prospectus as supplemented or amended at
the time of such confirmation. You agree promptly after the
receipt by you of written notice of the commencement of any
action in respect to which indemnity from the Company on
account of its agreement contained in this Section 8(a) may
be sought by you, or by any person controlling you, to
notify the Company in writing of the commencement thereof,
but your omission so to notify the Company of any such
action shall not release the Company from any liability
which it may have to you or to such controlling person
otherwise than on account of the indemnity agreement
contained in this Section 8(a). In case any such action
shall be brought against you or any such person controlling
you and you shall notify the Company of the commencement
thereof, as above provided, the Company shall be entitled to
participate in, and, to the extent that it shall wish,
including the selection of counsel (such counsel to be
reasonably acceptable to the indemnified party), to direct
the defense thereof at its own expense. In case the Company
elects to direct such defense and select such counsel
(hereinafter, "Company's counsel"), you or any controlling
person shall have the right to employ your own counsel, but,
in any such case, the fees and expenses of such counsel
shall be at your expense unless (i) the Company has agreed
in writing to pay such fees and expenses or (ii) the named
parties to any such action (including any impleaded parties)
include both you or any controlling person and the Company
and you or any controlling person shall have been advised by
your counsel that a conflict of interest between the Company
and you or any controlling person may arise (and the
Company's counsel shall have concurred with such advice) and
for this reason it is not desirable for the Company's
counsel to represent both the indemnifying party and the
indemnified party (it being understood, however, that the
Company shall not, in connection with any one such action or
separate but substantially similar or related actions in the
same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of
attorneys for you or any controlling person (plus any local
counsel retained by you or any controlling person in their
reasonable judgment), which firm (or firms) shall be
designated in writing by you or any controlling person).
The Company shall not be liable in the event of any
settlement of any such action effected without its consent.
(b) Each of you agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who
signs the Registration Statement and each person who
controls the Company within the meaning of Section 15 of the
Act, to the same extent as the foregoing indemnity from the
Company to you, but only with reference to written
information relating to such of you furnished to the Company
by such of you specifically for use in the preparation of
the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability
which you may otherwise have.
9. Termination.
(a) This Agreement will continue in effect until
terminated as provided in this Section 9. This Agreement
may be terminated by either the Company as to any of you or
by any of you insofar as this Agreement relates to such of
you, giving written notice of such termination to such of
you or the Company, as the case may be. This Agreement
shall so terminate at the close of business on the first
business day following the receipt of such notice by the
party to whom such notice is given. In the event of such
termination, no party shall have any liability to the other
party hereto, except as provided in the fifth paragraph of
Section 2(a), Section 4(h), Section 8 and Section 10. The
provisions of this Agreement (including without limitation
Section 7 hereof) applicable to any purchase of a Note for
which an agreement to purchase exists prior to the
termination hereof shall survive any termination of this
Agreement. If, at the time of any such termination, (i) any
Purchaser shall own any Notes purchased pursuant to a Terms
Agreement with the intention of reselling them or (ii) an
offer to purchase any of the Notes has been accepted by the
Company but the time of delivery to the purchaser or its
agent of such Notes has not occurred, the covenants set
forth in Sections 4 and 6 hereof shall remain in effect for
such period of time (not exceeding nine months) until such
Notes are so resold or delivered, as the case may be.
(b) Each Terms Agreement shall be subject to
termination if, in the Purchaser's reasonable judgment, the
Purchaser's ability to market the Notes shall have been
materially adversely affected because: (i) trading in
securities on the New York Stock Exchange shall have been
generally suspended by the Commission or by the New York
Stock Exchange, (ii) a general banking moratorium shall have
been declared by Federal or New York state authorities,
(iii) there shall have been a decrease in the ratings of any
of the Company's debt securities by Moody's or S&P or either
Moody's or S&P shall have publicly announced that it has any
of such debt securities under consideration for possible
downgrade or (iv)(A) a war involving the United States of
America shall have been declared, (B) any other national
calamity shall have occurred, or (C) any conflict involving
the armed forces of the United States of America shall have
commenced or escalated.
10. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of you
set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation made by or
on behalf of you or the Company or any of the officers, directors
or controlling persons referred to in Section 8 hereof, and will
survive delivery of and payment for the Notes. The provisions of
the fifth paragraph of Section 2(a) and Sections 4(h) and 8
hereof shall survive the termination or cancellation of this
Agreement.
11. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to any of
you, will be delivered or sent by mail, telex or facsimile
transmission to such of you, at the address specified in Schedule
I hereto; or, if sent to the Company, will be delivered or sent
by mail, telex or facsimile transmission to it at 1 Riverside
Plaza, Columbus, Ohio 43215, attention of G. P. Maloney, Vice
President.
12. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 8 hereof, and no other
person will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be governed
by and construed in accordance with the laws of the State of New
York.
14. Execution of Counterparts. This Agreement may be
executed in several counterparts, each of which shall be regarded
as an original and all of which shall constitute one and the same
document.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Company and you.
Very truly yours,
APPALACHIAN POWER COMPANY
By:
___________________________
G. P. Maloney
Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
By:
____________________
Its:
By:
_____________________
Its:
By:
_____________________
Its:
SCHEDULE I
Commissions:
The Company agrees to pay each Agent a commission equal
to the following percentage of the principal amount of each Note
sold on an agency basis by such Agent:
Term Commission Rate
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years up to and including 42 years .750%
Unless otherwise specified in the applicable Terms
Agreement, the discount or commission payable to a Purchaser
shall be determined on the basis of the commission schedule set
forth above.
Address for Notice to you:
Notices to ____________________ shall be directed to it
at ______________________________________________________________
telephone: ____________, telecopy: ____________.
Notices to ____________________ shall be directed to it
at ______________________________________________________________
telephone: ____________, telecopy: ____________.
Notices to ____________________ shall be directed to it
at ______________________________________________________________
telephone: ____________, telecopy: ____________.
<PAGE> Exhibit 4(b)
Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of December 1, 1940)
Executed by
APPALACHIAN POWER COMPANY
formerly Appalachian Electric Power Company
TO
BANKERS TRUST COMPANY,
As Trustee
Dated as of October 1, 1993
$30,000,000 First Mortgage Bonds,
Designated Secured Medium Term Notes,
7.15% Series due November 1, 2023
$30,000,000 First Mortgage Bonds,
Designated Secured Medium Term Notes,
6.00% Series due November 1, 2003
TABLE OF CONTENTS*
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS
Execution of Mortgage. . . . . . . . . . . . . . . . . . 1
Execution of supplemental indentures . . . . . . . . . . 1
Termination of Individual Trustee. . . . . . . . . . . . 1
Provision for issuance of bonds in one or more series. . 1
Right to execute supplemental indenture. . . . . . . . . 2
First Mortgage Bonds heretofore issued . . . . . . . . . 2
Issue of new First Mortgage Bonds of the 51st Series . . 3
Issue of new First Mortgage Bonds of the 52nd Series . . 3
Third 1993 Supplemental Indenture . . . . . . . . . . . . 3
Compliance with legal requirements . . . . . . . . . . . 4
GRANTING CLAUSES. . . . . . . . . . . . . . . . . . . . . . . 4
DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . . 4
APPURTENANCES, ETC. . . . . . . . . . . . . . . . . . . . . . 4
HABENDUM. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PRIOR LEASEHOLD ENCUMBRANCES. . . . . . . . . . . . . . . . . 5
GRANT IN TRUST. . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1. Supplement to Original Indenture by adding
Section 20XX . . . . . . . . . . . . . . . . . 6
SECTION 2. Supplement to Original Indenture by adding
Section 20YY . . . . . . . . . . . . . . . . . 9
SECTION 3. Initial Issuance of the Bonds of the 51st Series. 12
SECTION 4. Initial Issuance of the Bonds of the 52nd Series. 12
SECTION 5. Provision for record date for meetings
of Bondholders . . . . . . . . . . . . . . . . 12
SECTION 6. Original Indenture and Third 1993 Supplemental
Indenture same instrument. . . . . . . . . . . 12
SECTION 7. Limitation of rights. . . . . . . . . . . . . . . 13
SECTION 8. Execution in counterparts . . . . . . . . . . . . 13
TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . 13
SIGNATURES AND SEALS. . . . . . . . . . . . . . . . . . . . . 13
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . 15
SCHEDULE I. . . . . . . . . . . . . . . . . . . . . . . . . . I-1
SCHEDULE II. . . . . . . . . . . . . . . . . . . . . . . . . II-1
*The Table of Contents shall not be deemed to be any part of the
Indenture Supplemental to Mortgage and Deed of Trust.
SUPPLEMENTAL INDENTURE, dated as of the first day of October
in the year One Thousand Nine Hundred and Ninety-three, made and
entered into by and between APPALACHIAN POWER COMPANY, a
corporation of the Commonwealth of Virginia, the corporate title
of which was, prior to April 17, 1958, APPALACHIAN ELECTRIC POWER
COMPANY (hereinafter sometimes called the "Company"), a
transmitting utility (as such term is defined in Section 46-9-
105(1)(n) of the West Virginia Code), party of the first part,
and BANKERS TRUST COMPANY, a corporation of the State of New York
(hereinafter sometimes called the "Corporate Trustee" or
"Trustee"), as Trustee, party of the second part.
WHEREAS, the Company has heretofore executed and delivered
its Mortgage and Deed of Trust (hereinafter sometimes referred to
as the "Mortgage"), dated as of December 1, 1940, to the Trustee
for the security of all bonds of the Company outstanding
thereunder, and by said Mortgage conveyed to the Trustee, upon
certain trusts, terms and conditions, and with and subject to
certain provisos and covenants therein contained, all and
singular the property, rights and franchises which the Company
then owned or should thereafter acquire, excepting any property
expressly excepted by the terms of the Mortgage; and
WHEREAS, the Company has heretofore executed and delivered
to the Trustee supplements and indentures supplemental to the
Mortgage, dated as of December 1, 1943, December 2, 1946,
December 1, 1947, March 1, 1950, June 1, 1951, October 1, 1952,
December 1, 1953, March 1, 1957, May 1, 1958, October 2, 1961,
April 1, 1962, June 1, 1965, September 2, 1968, December 1, 1968,
October 1, 1969, June 1, 1970, October 1, 1970, September 1,
1971, February 1, 1972, December 1, 1972, July 1, 1973, March 1,
1974, April 1, 1975, May 1, 1975, December 1, 1975, April 1,
1976, September 1, 1976, November 1, 1977, May 1, 1979, August 1,
1979, February 1, 1980, November 1, 1980, April 1, 1982, October
1, 1983, February 1, 1987, September 1, 1987, November 1, 1989,
December 1, 1990, August 1, 1991, February 1, 1992, May 1, 1992,
August 1, 1992, November 15, 1992, April 15, 1993 and May 15,
1993 (hereinafter referred to as the "Second 1993 Supplemental
Indenture"), respectively, amending and supplementing the
Mortgage in certain respects (the Mortgage, as so amended and
supplemented, being hereinafter called the "Original Indenture")
and conveying to the Trustee, upon certain trusts, terms and
conditions, and with and subject to certain provisos and
covenants therein contained, certain property rights and property
therein described; and
WHEREAS, effective October 7, 1988, pursuant to Section 115
of the Original Indenture, the Individual Trustee resigned and
all powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title or interest in and to the trust
estate, and without appointment of a new trustee as successor to
the Individual Trustee, all the right, title and powers of the
Trustee thereupon devolved upon the Corporate Trustee and its
successors alone; and
WHEREAS, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further
provides that, with respect to each series, the rate or rates of
interest, the date or dates of maturity, the dates for the
payment of interest, the terms and rates of optional redemption,
and other terms and conditions not inconsistent with the Original
Indenture may be established, prior to the issue of bonds of such
series, by an indenture supplemental to the Original Indenture;
and
WHEREAS, Section 132 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to
or in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any
ambiguity or correct or supplement any defective or inconsistent
provisions contained in the Original Indenture or in any
indenture supplemental to the Original Indenture, by an
instrument in writing, executed and acknowledged, and that the
Trustee is authorized to join with the Company in the execution
of any such instrument or instruments; and
WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage, as amended and supplemented
as of the respective dates thereof, bonds of the series (which
are outstanding), entitled and designated as hereinafter set
forth, in the respective original aggregate principal amounts
indicated:
Series Amount
First Mortgage Bonds, 7-1/2% Series due 1998. . . $45,000,000
First Mortgage Bonds, 8-1/2% Series due 1999. . . 60,000,000
First Mortgage Bonds, 7.00% Series due 1999. . . 30,000,000
First Mortgage Bonds, 7-5/8% Series due 2002. . . 50,000,000
First Mortgage Bonds, 7.95% Series due 2002. . . 60,000,000
First Mortgage Bonds, 7.38% Series due 2002. . . 50,000,000
First Mortgage Bonds, 7.40% Series due 2002. . . 30,000,000
First Mortgage Bonds, 7-1/2% Series due 2002. . . 70,000,000
First Mortgage Bonds, 8-1/8% Series due 2003. . . 50,000,000
First Mortgage Bonds, 6.65% Series due 2003. . . 40,000,000
First Mortgage Bonds, 6.85% Series due 2003. . . 30,000,000
First Mortgage Bonds, 8-3/4% Series due 2017. . . 100,000,000
First Mortgage Bonds, 9-1/8% Series due 2019. . . 50,000,000
First Mortgage Bonds, 9-7/8% Series due 2020. . . 50,000,000
First Mortgage Bonds, 9.35% Series due 2021. . . 50,000,000
First Mortgage Bonds, 8.75% Series due 2022. . . 50,000,000
First Mortgage Bonds, 8.70% Series due 2022. . . 40,000,000
First Mortgage Bonds, 8.43% Series due 2022. . . 50,000,000
First Mortgage Bonds, 8.50% Series due 2022. . . 70,000,000
First Mortgage Bonds, 7.80% Series due 2023. . . 40,000,000
First Mortgage Bonds, 7.90% Series due 2023. . . 30,000,000
and
WHEREAS, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original
Indenture to be designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 7.15% Series due November 1, 2023"
(hereinafter sometimes referred to as the "bonds of the 51st
Series"); and
WHEREAS, each of the bonds of the 51st Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"Third 1993 Supplemental Indenture"); and
WHEREAS, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original
Indenture to be designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 6.00% Series due November 1, 2003"
(hereinafter sometimes referred to as the "bonds of the 52nd
Series"); and
WHEREAS, each of the bonds of the 52nd Series is to be
substantially in the form set forth in Schedule II to the Third
1993 Supplemental Indenture; and
WHEREAS, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture, in the form hereof, for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make
this Third 1993 Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms, have been done,
performed and fulfilled, and the execution and delivery thereof
have been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That Appalachian Power Company, in consideration of the
premises and of the purchase and acceptance of the bonds by the
holders thereof and of the sum of One Dollar ($1.00) and other
good and valuable consideration paid to it by the Trustee at or
before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in order to secure the
payment of both the principal of and interest and premium, if
any, on the bonds from time to time issued under and secured by
the Original Indenture and this Third 1993 Supplemental
Indenture, according to their tenor and effect, and the
performance of all the provisions of the Original Indenture and
this Third 1993 Supplemental Indenture (including any further
indenture or indentures supplemental to the Original Indenture
and any modification or alteration made as in the Original
Indenture provided) and of said bonds, has granted, bargained,
sold, released, conveyed, transferred, mortgaged, pledged, set
over and confirmed, and by these presents does grant, bargain,
sell, release, convey, assign, transfer, mortgage, pledge, set
over and confirm unto Bankers Trust Company, as Trustee, and to
its respective successor or successors in the trust hereby
created, and to its and their assigns, all the following
described properties of the Company, that is to say:
All property, real, personal and mixed, tangible and
intangible, and all franchises owned by the Company on the date
of the execution hereof, acquired since the execution of the
Second 1993 Supplemental Indenture (except any hereinafter
expressly excepted from the lien and operation of this Third 1993
Supplemental Indenture).
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the
provisions of Section 63 of the Original Indenture) the tolls,
rents, revenues, issues, earnings, income, product and profits
thereof and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now
has or may hereafter acquire in and to the aforesaid property and
franchises and every part and parcel thereof.
Provided that, in addition to the reservations and
exceptions herein elsewhere contained, the following are not and
are not intended to be now or hereafter granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed hereunder and are hereby expressly excepted
from the lien and operation of the Original Indenture and this
Third 1993 Supplemental Indenture, viz.: (1) cash, shares of
stock, and obligations (including bonds, notes and other
securities) not hereinafter or in the Original Indenture
specifically pledged, deposited or delivered hereunder or
thereunder or hereinafter or therein covenanted so to be; (2) any
goods, wares, merchandise, equipment, materials or supplies
acquired for the purpose of sale or resale in the usual course of
business or for consumption in the operation of any properties of
the Company and automobiles and trucks; (3) all judgments,
accounts, and choses in action, the proceeds of which the Company
is not obligated as hereinafter provided or as provided in the
Original Indenture to deposit with the Trustee hereunder and
thereunder; provided, however, that the property and rights
expressly excepted from the lien and operation of the Original
Indenture and this Third 1993 Supplemental Indenture in the above
subdivisions (2) and (3) shall (to the extent permitted by law)
cease to be so excepted, in the event that the Trustee or a
receiver or trustee shall enter upon and take possession of the
mortgaged and pledged property in the manner provided in Article
XIV of the Original Indenture by reason of the occurrence of a
completed default, as defined in said Article XIV.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust;
SUBJECT, HOWEVER, to the reservations, exceptions,
conditions, limitations and restrictions contained in the several
deeds, leases, servitudes, franchises and contracts or other
instruments through which the Company acquired and/or claims
title to and/or enjoys the use of the aforesaid properties; and
subject also to encumbrances of the character defined in Section
6 of the Original Indenture as "excepted encumbrances" in so far
as the same may attach to any of the property embraced herein.
Inasmuch as the Company holds certain of said lands, rights
of way and other property under leases, power agreements and
other contracts which provide that the Company's interest therein
shall not be mortgaged without the consent of the respective
lessors or other parties to said agreements and contracts, and
such lessors and parties have either given such consent or have
waived the requirement of such consent, it is hereby expressly
agreed and made a condition upon which this Third 1993
Supplemental Indenture is executed and delivered, that the lien
of this Third 1993 Supplemental Indenture and the estate, rights
and remedies of the Trustee hereunder, and the rights and
remedies of the holders of the bonds secured hereby and by the
Original Indenture in so far as they may affect such lands,
rights of way and other property now held or to be hereafter
acquired by the Company under such leases, contracts or
agreements, shall be subject and subordinate in all respects to
the rights and remedies of the respective lessors or other
parties thereto.
And it is hereby expressly covenanted and agreed as follows:
(a) That the rights of the Trustee hereunder, and of
every person or corporation whatsoever claiming by reason of
this Third 1993 Supplemental Indenture any right, title or
interest, legal or equitable, in the property covered by any
such lease, power agreement or other contract, are and at
all times hereafter shall be subject in the same manner and
degree as the rights of the Company might or would at all
times be subject, had this Third 1993 Supplemental Indenture
not been made, to all terms, provisions, conditions,
covenants, stipulations, and agreements, and to all
exceptions, reservations, limitations, restrictions, and
forfeitures contained in any such lease, power agreement or
other contract;
(b) That any right, claim, condition or forfeiture
which might at any time be asserted against the party in
possession under the provisions of any such lease, power
agreement or other contract, had this Third 1993
Supplemental Indenture not been made, may be asserted with
the same force and effect against any and all persons or
corporations at any time claiming any right, title or
interest in any such property under or by reason of this
Third 1993 Supplemental Indenture or of any bond hereby and
by the Original Indenture secured; and
(c) That such consent or waiver of the requirement of
such consent given by the lessor under any such lease or
party to any such power agreement or other contract is
intended and shall be construed to be solely for the purpose
of permitting the Company to mortgage its property generally
without violating the express covenant contained in such
lease, power agreement or other contract, and that such
consent or waiver of the requirement of such consent confers
upon the Trustee hereunder and the holders of bonds secured
hereby and by the Original Indenture no rights in addition
to such as they would have had, respectively, if such
consent or waiver of the requirement of such consent had not
been given.
IN TRUST NEVERTHELESS, upon the terms and trusts in the
Original Indenture and this Third 1993 Supplemental Indenture set
forth, for the equal and pro rata benefit and security of those
who shall hold the bonds and coupons issued and to be issued
hereunder and under the Original Indenture, in accordance with
the terms of the Original Indenture and of this Third 1993
Supplemental Indenture, without preference, priority or
distinction as to lien of any of said bonds or coupons over any
other thereof by reason of priority in the time of issuance or
negotiation thereof, or otherwise howsoever, subject, however, to
the conditions, provisions and covenants set forth in the
Original Indenture and in this Third 1993 Supplemental Indenture.
AND THIS INDENTURE FURTHER WITNESSETH:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and it
successors and assigns, hereby covenants and agrees to and with
the Trustee, and its successor or successors in such trust, under
the Original Indenture, as follows:
Section 1. The Original Indenture is hereby supplemented by
adding immediately after Section 20WW, a new Section 20XX, as
follows:
SECTION 20XX. The Company hereby creates a fifty-first
series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage
Bonds, Designated Secured Medium Term Notes, 7.15% Series
due November 1, 2023" (herein sometimes referred to as the
"bonds of the 51st Series"). The form of the bonds of the
51st Series shall be substantially as set forth in Schedule
I to the Third 1993 Supplemental Indenture.
Bonds of the 51st Series shall mature on the date
specified in their title. Unless otherwise determined by
the Company, the bonds of the 51st Series shall be issued in
fully registered form without coupons in denominations of
$1,000 and in integral multiples thereof; the principal of
and premium (if any) and interest on each said bond to be
payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, in lawful money
of the United States of America, provided that at the option
of the Company interest may be mailed to registered owners
of the bonds at their respective addresses that appear on
the register thereof; and the rate of interest shall be the
rate per annum specified in the title thereof, payable semi-
annually on the first days of May and November of each year
(commencing November 1, 1993) and on their maturity date.
The person in whose name any bond of the 51st Series is
registered at the close of business on any record date (as
hereinbelow defined) with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption or maturity) shall be entitled to receive the
interest payable on such interest payment date
notwithstanding the cancellation of such bond of the 51st
Series upon any registration of transfer or exchange thereof
(including any exchange effected as an incident to a partial
redemption thereof) subsequent to the record date and prior
to such interest payment date, except, if and to the extent
that the Company shall default in the payment of the
interest due on such interest payment date, then the
registered owners of bonds of the 51st Series on such record
date shall have no further right to or claim in respect of
such defaulted interest as such registered owners on such
record date, and the persons entitled to receive payment of
any defaulted interest thereafter payable or paid on any
bonds of the 51st Series shall be the registered owners of
such bonds of the 51st Series (or any bond or bonds issued,
directly or after intermediate transactions upon transfer or
exchange or in substitution thereof) on the date of payment
of such defaulted interest. Interest payable upon
redemption or maturity shall be payable to the person to
whom the principal is paid. The term "record date" as used
in this Section 20XX, and in the form of the bonds of the
51st Series, with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption or maturity) applicable to the bonds of the 51st
Series, shall mean the April 15 next preceding a May 1
interest payment date or the October 15 next preceding a
November 1 interest payment date, as the case may be, or, if
such April 15 or October 15 is not a Business Day (as
defined hereinbelow), the next preceding Business Day. The
term "Business Day" with respect to any bond of the 51st
Series shall mean any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust
companies in The City of New York, New York or the city in
which is located any office or agency maintained for the
payment of principal of or premium, if any, or interest on
such bond of the 51st Series are authorized or required by
law, regulation or executive order to remain closed.
Every registered bond of the 51st Series shall be dated
the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting
of twelve 30-day months from its Issue Date or from the
latest semi-annual interest payment date to which interest
has been paid on the bonds of the 51st Series preceding the
Issue Date, unless such Issue Date be an interest payment
date to which interest is being paid on the bonds of the
51st Series, in which case it shall bear interest from its
Issue Date or unless the Issue Date be the record date for
the interest payment date first following the date of
original issuance of bonds of the 51st Series (the "Original
Issue Date"), or a date prior to such record date, then from
the Original Issue Date; provided that, so long as there is
no existing default in the payment of interest on said
bonds, the owner of any bond authenticated by the Corporate
Trustee between the record date for any regular semi-annual
interest payment date and such interest payment date shall
not be entitled to the payment of the interest due on such
interest payment date (other than interest payable upon
redemption or maturity) and shall have no claim against the
Company with respect thereto; provided further, that, if and
to the extent the Company shall default in the payment of
the interest due on such interest payment date, then any
such bond shall bear interest from the May 1 or November 1,
as the case may be, next preceding its Issue Date, to which
interest has been paid or, if the Company shall be in
default with respect to the interest payment date first
following the Original Issue Date, then from the Original
Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the 51st Series shall be executed on
behalf of the Company by its Chairman of the Board, by its
President or by one of its Vice Presidents or by one of its
officers designated by the Board of Directors of the Company
for such purpose, whose signature may be a facsimile, and
its corporate seal shall be thereunto affixed or printed
thereon and attested by its Secretary or one of its
Assistant Secretaries, and the provisions of the penultimate
sentence of said Section 14 shall be applicable to such
bonds of the 51st Series.
The bonds of the 51st Series are redeemable in
accordance with Article XII of the Original Indenture and as
further set forth in the form of bond contained in Schedule
I to this Third 1993 Supplemental Indenture.
The Company shall not be required to make transfers or
exchanges of bonds of the 51st Series for a period of
fifteen days next preceding any selection of bonds of the
51st Series to be redeemed or to make transfers or exchanges
of any bonds of the 51st Series designated in whole or in
part for redemption. Notwithstanding the provisions of
Section 12 of this Indenture, the Company shall not be
required to make transfers or exchanges of bonds of the 51st
Series for a period of fifteen days next preceding any
interest payment date.
Registered bonds of the 51st Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such
other office or agency of the Company as the Company may
from time to time designate, by the registered owners
thereof, in person or by duly authorized attorney, in the
manner and upon payment, if required by the Company, of the
charges prescribed in this Indenture. In the manner and
upon payment, if required by the Company, of the charges
prescribed in this Indenture, registered bonds of the 51st
Series may be exchanged for a like aggregate principal
amount of registered bonds of the 51st Series of other
authorized denominations, upon presentation and surrender
thereof, for cancellation, at the office or agency of the
Company in the Borough of Manhattan, The City of New York,
or at such other office or agency of the Company as the
Company may from time to time designate.
Section 2. The Original Indenture is hereby supplemented by
adding immediately after Section 20XX, a new Section 20YY, as
follows:
SECTION 20YY. The Company hereby creates a fifty-
second series of bonds to be issued under and secured by
this Indenture, to be designated and to be distinguished
from the bonds of all other series by the title "First
Mortgage Bonds, Designated Secured Medium Term Notes, 6.00%
Series due November 1, 2003" (herein sometimes referred to
as the "bonds of the 52nd Series"). The form of the bonds
of the 52nd Series shall be substantially as set forth in
Schedule II to the Third 1993 Supplemental Indenture.
Bonds of the 52nd Series shall mature on the date
specified in their title. Unless otherwise determined by
the Company, the bonds of the 52nd Series shall be issued in
fully registered form without coupons in denominations of
$1,000 and in integral multiples thereof; the principal of
and premium (if any) and interest on each said bond to be
payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, in lawful money
of the United States of America, provided that at the option
of the Company interest may be mailed to registered owners
of the bonds at their respective addresses that appear on
the register thereof; and the rate of interest shall be the
rate per annum specified in the title thereof, payable semi-
annually on the first days of May and November of each year
(commencing November 1, 1993) and on their maturity date.
The person in whose name any bond of the 52nd Series is
registered at the close of business on any record date (as
hereinbelow defined) with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption or maturity) shall be entitled to receive the
interest payable on such interest payment date
notwithstanding the cancellation of such bond of the 52nd
Series upon any registration of transfer or exchange thereof
(including any exchange effected as an incident to a partial
redemption thereof) subsequent to the record date and prior
to such interest payment date, except, if and to the extent
that the Company shall default in the payment of the
interest due on such interest payment date, then the
registered owners of bonds of the 52nd Series on such record
date shall have no further right to or claim in respect of
such defaulted interest as such registered owners on such
record date, and the persons entitled to receive payment of
any defaulted interest thereafter payable or paid on any
bonds of the 52nd Series shall be the registered owners of
such bonds of the 52nd Series (or any bond or bonds issued,
directly or after intermediate transactions upon transfer or
exchange or in substitution thereof) on the date of payment
of such defaulted interest. Interest payable upon
redemption or maturity shall be payable to the person to
whom the principal is paid. The term "record date" as used
in this Section 20YY, and in the form of the bonds of the
52nd Series, with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption or maturity) applicable to the bonds of the 52nd
Series, shall mean the April 15 next preceding a May 1
interest payment date or the October 15 next preceding a
November 1 interest payment date, as the case may be, or, if
such April 15 or October 15 is not a Business Day (as
defined hereinbelow), the next preceding Business Day. The
term "Business Day" with respect to any bond of the 52nd
Series shall mean any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust
companies in The City of New York, New York or the city in
which is located any office or agency maintained for the
payment of principal of or premium, if any, or interest on
such bond of the 52nd Series are authorized or required by
law, regulation or executive order to remain closed.
Every registered bond of the 52nd Series shall be dated
the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting
of twelve 30-day months from its Issue Date or from the
latest semi-annual interest payment date to which interest
has been paid on the bonds of the 52nd Series preceding the
Issue Date, unless such Issue Date be an interest payment
date to which interest is being paid on the bonds of the
52nd Series, in which case it shall bear interest from its
Issue Date or unless the Issue Date be the record date for
the interest payment date first following the date of
original issuance of bonds of the 52nd Series (the "Original
Issue Date"), or a date prior to such record date, then from
the Original Issue Date; provided that, so long as there is
no existing default in the payment of interest on said
bonds, the owner of any bond authenticated by the Corporate
Trustee between the record date for any regular semi-annual
interest payment date and such interest payment date shall
not be entitled to the payment of the interest due on such
interest payment date (other than interest payable upon
redemption or maturity) and shall have no claim against the
Company with respect thereto; provided further, that, if and
to the extent the Company shall default in the payment of
the interest due on such interest payment date, then any
such bond shall bear interest from the May 1 or November 1,
as the case may be, next preceding its Issue Date, to which
interest has been paid or, if the Company shall be in
default with respect to the interest payment date first
following the Original Issue Date, then from the Original
Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the 52nd Series shall be executed on
behalf of the Company by its Chairman of the Board, by its
President or by one of its Vice Presidents or by one of its
officers designated by the Board of Directors of the Company
for such purpose, whose signature may be a facsimile, and
its corporate seal shall be thereunto affixed or printed
thereon and attested by its Secretary or one of its
Assistant Secretaries, and the provisions of the penultimate
sentence of said Section 14 shall be applicable to such
bonds of the 52nd Series.
The bonds of the 52nd Series are redeemable in
accordance with Article XII of the Original Indenture and as
further set forth in the form of bond contained in Schedule
II to this Third 1993 Supplemental Indenture.
The Company shall not be required to make transfers or
exchanges of bonds of the 52nd Series for a period of
fifteen days next preceding any selection of bonds of the
52nd Series to be redeemed or to make transfers or exchanges
of any bonds of the 52nd Series designated in whole or in
part for redemption. Notwithstanding the provisions of
Section 12 of this Indenture, the Company shall not be
required to make transfers or exchanges of bonds of the 52nd
Series for a period of fifteen days next preceding any
interest payment date.
Registered bonds of the 52nd Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such
other office or agency of the Company as the Company may
from time to time designate, by the registered owners
thereof, in person or by duly authorized attorney, in the
manner and upon payment, if required by the Company, of the
charges prescribed in this Indenture. In the manner and
upon payment, if required by the Company, of the charges
prescribed in this Indenture, registered bonds of the 52nd
Series may be exchanged for a like aggregate principal
amount of registered bonds of the 52nd Series of other
authorized denominations, upon presentation and surrender
thereof, for cancellation, at the office or agency of the
Company in the Borough of Manhattan, The City of New York,
or at such other office or agency of the Company as the
Company may from time to time designate.
Section 3. Initial Issuance of the Bonds of the 51st Series:
In accordance with and upon compliance with such provisions
of the Original Indenture as shall be selected for such purpose
by the officers of the Company duly authorized to take such
action, bonds of the 51st Series in an aggregate principal amount
not exceeding $30,000,000, shall forthwith be executed by the
Company and delivered to the Trustee and shall be authenticated
by the Trustee and delivered to or upon the order of the Company
(without awaiting the filing and recording of this Third 1993
Supplemental Indenture except to the extent required by
subdivision (10) of Section 29 of the Original Indenture).
Section 4. Initial Issuance of the Bonds of the 52nd Series:
In accordance with and upon compliance with such provisions
of the Original Indenture as shall be selected for such purpose
by the officers of the Company duly authorized to take such
action, bonds of the 52nd Series in an aggregate principal amount
not exceeding $30,000,000, shall forthwith be executed by the
Company and delivered to the Trustee and shall be authenticated
by the Trustee and delivered to or upon the order of the Company
(without awaiting the filing and recording of this Third 1993
Supplemental Indenture except to the extent required by
subdivision (10) of Section 29 of the Original Indenture).
Section 5. At any meeting of bondholders held as provided for
in Article XX of the Original Indenture at which owners of bonds
of the 51st Series or bonds of the 52nd Series, are entitled to
vote, all owners of bonds of the 51st Series or bonds of the 52nd
Series at the time of such meeting shall be entitled to vote
thereat; provided, however, that the Trustee may, and upon
request of the Company or of a majority of the bondowners of the
51st Series or the 52nd Series, shall, fix a day not exceeding
ninety days preceding the date for which the meeting is called as
a record date for the determination of owners of bonds of the
51st Series or of the 52nd Series, as the case may be, entitled
to notice of and to vote at such meeting and any adjournment
thereof and only such registered owners who shall have been such
registered owners on the date so fixed, and who are entitled to
vote such bonds of the 51st Series or the 52nd Series at the
meeting, shall be entitled to receive notice of such meeting.
Section 6. As supplemented by this Third 1993 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed and the Original Indenture and this Third 1993
Supplemental Indenture shall be read, taken and construed as one
and the same instrument. The bonds of the 51st Series and the
bonds of the 52nd Series are the original debt secured by this
Third 1993 Supplemental Indenture and the Original Indenture, and
this Third 1993 Supplemental Indenture and the Original Indenture
shall be, and shall be deemed to be, the original lien instrument
securing the bonds of the 51st Series and the bonds of the 52nd
Series.
Section 7. Nothing contained in this Third 1993 Supplemental
Indenture shall, or shall be construed to, confer upon any person
other than the owners of bonds issued under the Original
Indenture and this Third 1993 Supplemental Indenture, the Company
and the Trustee, any right to avail themselves of any benefit of
any provision of the Original Indenture or of this Third 1993
Supplemental Indenture.
Section 8. This Third 1993 Supplemental Indenture may be
simultaneously executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, APPALACHIAN POWER COMPANY, party of the
first part, has caused this instrument to be signed in its name
and behalf by its President, a Vice President or an Assistant
Treasurer, and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary, and BANKERS
TRUST COMPANY, party of the second part, in token of its
acceptance hereof, has caused this instrument to be signed in its
name and behalf by a Vice President or an Assistant Vice
President and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary. Executed
and delivered as of the date and year first above written.
APPALACHIAN POWER COMPANY
[SEAL]
By: /s/ B. M. Barber
B. M. Barber
Assistant Treasurer
Attest:
/s/ Jeffrey D. Cross
Jeffrey D. Cross
Assistant Secretary
In the presence of:
/s/ A. B. Graf
A. B. Graf
/s/ A. A. Pena
A. A. Pena
BANKERS TRUST COMPANY
[SEAL]
By /s/ Robert Caporale
Robert Caporale
Vice President
Attest:
/s/ Shikha Dombek
Shikha Dombek
Assistant Secretary
Executed by BANKERS TRUST COMPANY
in the presence of:
/s/ M. Lisa Morrone
M. Lisa Morrone
/s/ Scott Thiel
Scott Thiel
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
On this 29th day of September, 1993, personally appeared
before me, a Notary Public within and for said County in the
State aforesaid, B. M. BARBER and JEFFREY D. CROSS, to me known
and known to me to be respectively an Assistant Treasurer and
Assistant Secretary of APPALACHIAN POWER COMPANY, one of the
corporations named in and which executed the foregoing
instrument, who severally acknowledged that they did sign and
seal said instrument as such Assistant Treasurer and Assistant
Secretary for and on behalf of said corporation and that the same
is their free act and deed as such Assistant Treasurer and
Assistant Secretary, respectively, and the free and corporate act
and deed of said corporation.
In Witness Whereof, I have hereunto set my hand and notarial
seal this 29th day of September, 1993.
[Notarial Seal]
/s/ Patricia M. Carillo
PATRICIA M. CARILLO
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate filed in New York County
Commission expires May 31, 1995
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I, PATRICIA M. CARILLO, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and
State aforesaid, hereby certify that on this 1st day of October,
1993:
ROBERT CAPORALE AND SHIKHA DOMBEK, whose names are signed to
the writing above, bearing a date as of the 1st day of October,
1993, as Vice President and Assistant Secretary, respectively, of
BANKERS TRUST COMPANY, have this day acknowledged the same before
me in my County aforesaid.
ROBERT CAPORALE, who signed the writing above and hereto
annexed for BANKERS TRUST COMPANY, a corporation, bearing a date
as of the 1st day of October, 1993, has this day in my said
County before me acknowledged the said writing to be the act and
deed of said corporation.
Before me appeared ROBERT CAPORALE and SHIKHA DOMBEK to me
personally known, who, being by me duly sworn, did say that they
are Vice President and Assistant Secretary, respectively, of
BANKERS TRUST COMPANY, and that the seal affixed to said
instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said
corporation, by authority of its Board of Directors and said
ROBERT CAPORALE acknowledged said instrument to be the free act
and deed of said corporation.
SHIKHA DOMBEK personally came before me this day and
acknowledged that she is an Assistant Secretary of BANKERS TRUST
COMPANY, a corporation, and that by authority duly given and as
the act of the corporation, the foregoing instrument was signed
in its name by an Assistant Secretary, sealed with its corporate
seal, and attested by herself as an Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County and State of New York, this 1st day
of October, 1993.
/s/ Patricia M. Carillo
PATRICIA M. CARILLO
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate filed in New York County
Commission expires May 31, 1995
[SEAL]
The foregoing instrument was prepared by Jeffrey D. Cross, 1
Riverside Plaza, Columbus, Ohio 43215.
SCHEDULE I
APPALACHIAN POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 7.15%
SERIES DUE NOVEMBER 1, 2023
Bond No.
Original Issue Date: October 12, 1993
Principal Amount:
Semi-annual Interest Payment Dates: May 1 and November 1
Record Dates: April 15 and October 15
CUSIP No: 03774B AQ6
APPALACHIAN POWER COMPANY, a corporation of the Commonwealth
of Virginia (hereinafter called the "Company"), for value
received, hereby promises to pay to ____________, or registered
assigns, the Principal Amount set forth above on the maturity
date specified in the title of this bond in lawful money of the
United States of America, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, and to pay to
the registered owner hereof interest on said sum from the date of
authentication of this bond (herein called the "Issue Date") or
latest semi-annual interest payment date to which interest has
been paid on the bonds of this series preceding the Issue Date,
unless the Issue Date be an interest payment date to which
interest is being paid, in which case from the Issue Date or
unless the Issue Date be the record date for the interest payment
date first following the Original Issue Date set forth above or a
date prior to such record date, then from the Original Issue Date
(or, if the Issue Date is between the record date for any
interest payment date and such interest payment date, then from
such interest payment date, provided, however, that if and to the
extent that the Company shall default in the payment of the
interest due on such interest payment date, then from the next
preceding semi-annual interest payment date to which interest has
been paid on the bonds of this series, or if such interest
payment date is the interest payment date first following the
Original Issue Date set forth above, then from the Original Issue
Date), until the principal hereof shall have become due and
payable, at the rate per annum specified in the title of this
bond, payable on May 1 and November 1 of each year (commencing
November 1, 1993) and on the maturity date specified in the title
of this bond; provided that, at the option of the Company, such
interest may be paid by check, mailed to the registered owner of
this bond at such owner's address appearing on the register
hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except in so far as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series and except as provided in Section 73 of the
Mortgage) by a Mortgage and Deed of Trust (herein, together with
all indentures supplemental thereto, called the Mortgage), dated
as of December 1, 1940, executed by APPALACHIAN ELECTRIC POWER
COMPANY (the corporate title of which was changed to APPALACHIAN
POWER COMPANY) to BANKERS TRUST COMPANY, as Trustee, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the
consent of the Company and to the extent permitted by and as
provided in the Mortgage, the rights and obligations of the
Company and/or of the holders of the bonds and/or coupons and/or
the terms and provisions of the Mortgage and/or of any
instruments supplemental thereto may be modified or altered by
affirmative vote of the holders of at least seventy-five per
centum (75%) in principal amount of the bonds affected by such
modification or alteration, then outstanding under the Mortgage
(excluding bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided
that, without the consent of the owner hereof no such
modification or alteration shall permit the extension of the
maturity of the principal of or interest on this bond or the
reduction in the rate of interest hereon or any other
modification in the terms of payment of such principal or
interest or the creation of a lien on the mortgaged and pledged
property ranking prior to or on a parity with the lien of the
Mortgage or the deprivation of the owner hereof of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.15% Series due November 1, 2023 (herein called
"bonds of the 51st Series") created by an Indenture Supplemental
to Mortgage and Deed of Trust dated as of October 1, 1993 (the
"Third 1993 Supplemental Indenture"), as provided for in said
Mortgage.
The interest payable on any May 1 or November 1 (other than
interest payable upon redemption or maturity) will, subject to
certain exceptions provided in said Third 1993 Supplemental
Indenture, be paid to the person in whose name this bond is
registered at the close of business on the record date, which
shall be the April 15 or October 15, as the case may be, next
preceding such interest payment date, or, if such April 15 or
October 15 is not a Business Day (as hereinbelow defined), the
next preceding Business Day. Interest payable upon redemption or
maturity shall be payable to the person to whom the principal is
paid. The term "Business Day" means any day, other than a
Saturday or Sunday, which is not a day on which banking
institutions or trust companies in The City of New York, New York
or the city in which is located any office or agency maintained
for the payment of principal or premium, if any, or interest on
bonds of the 51st Series are authorized or required by law,
regulation or executive order to remain closed.
If any semi-annual interest payment date, redemption date or
the maturity date is not a Business Day, payment of amounts due
on such date may be made on the next succeeding Business Day,
and, if such payment is made or duly provided for on such
Business Day, no interest shall accrue on such amounts for the
period from and after such interest payment date, redemption date
or the maturity date, as the case may be, to such Business Day.
The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of
principal or (subject to the provisions hereof) interest hereon
and for all other purposes and the Company and the Trustee shall
not be affected by any notice to the contrary.
The Company shall not be required to make transfers or
exchanges of bonds of the 51st Series for a period of fifteen
days next preceding any interest payment date, or next preceding
any selection of bonds of the 51st Series to be redeemed, and the
Company shall not be required to make transfers or exchanges of
any bonds of the 51st Series designated for redemption in whole
or in part.
Any or all of the bonds of the 51st Series may be redeemed
by the Company on or after November 1, 1998, at its option, or by
operation of various provisions of the Mortgage, in whole at any
time or in part from time to time upon not less than thirty but
not more than ninety days' previous notice given by mail to the
registered owners of the bonds to be redeemed, all as provided in
the Mortgage, (a) if redeemed otherwise than by the use or
application of cash deposited pursuant to Section 40 of the
Mortgage and otherwise than by the use of proceeds of released
property or the proceeds of insurance, at an amount equal to a
percentage of the principal amount thereof determined as set
forth in Annex A hereto under the heading "Regular Redemption
Price" together in each case with accrued interest to the date
fixed for redemption, or (b) if redeemed by the use or
application of cash deposited pursuant to Section 40 of the
Mortgage or by the use of proceeds of released property or the
proceeds of insurance, at an amount equal to 100% of the
principal amount thereof together in each case with accrued
interest to the date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
This bond is transferable as prescribed in the Mortgage by
the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, and at such other office or
agency of the Company as the Company may designate, upon
surrender and cancellation of this bond and upon payment, if the
Company shall require it, of the transfer charges prescribed in
the Mortgage, and, thereupon, a new registered bond or bonds of
authorized denominations of the same series for a like principal
amount will be issued to the transferee in exchange herefor as
provided in the Mortgage. In the manner and upon payment, if the
Company shall require it, of the charges prescribed in the
Mortgage, registered bonds of the 51st Series may be exchanged
for a like aggregate principal amount of registered bonds of
other authorized denominations of the same series, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan, The
City of New York, or at such other office or agency of the
Company as the Company may from time to time designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of
the Company or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule
of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators,
stockholders, officers and directors, as such, being waived and
released by the holder or owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the
Mortgage.
This bond shall not become valid or obligatory for any
purpose until BANKERS TRUST COMPANY, the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form
of Authentication Certificate endorsed hereon.
In Witness Whereof, Appalachian Power Company has caused
this bond to be executed in its name by the signature of its
Chairman of the Board, its President or one of its Vice
Presidents and its corporate seal, or a facsimile thereof, to be
impressed or imprinted hereon and attested by the signature of
its Secretary or one of its Assistant Secretaries.
Dated:
APPALACHIAN POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
7.15% SERIES DUE NOVEMBER 1, 2023
(If redeemed during
the twelve months Regular
beginning May 1) Redemption
Year Price
1998 105.47%
1999 105.01
2000 104.65
2001 104.29
2002 103.94
2003 103.58
2004 103.22
2005 102.86
2006 102.51
2007 102.15
2008 101.79
2009 101.43
2010 101.08
2011 100.72
2012 100.36
2013 100.00
2014 100.00
2015 100.00
2016 100.00
2017 100.00
2018 100.00
2019 100.00
2020 100.00
2021 100.00
2022 100.00
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within Bond in
every particular without alteration or enlargement or
any change whatsoever.
SCHEDULE II
APPALACHIAN POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 6.00%
SERIES DUE NOVEMBER 1, 2003
Bond No.
Original Issue Date: October 12, 1993
Principal Amount:
Semi-annual Interest Payment Dates: May 1 and November 1
Record Dates: April 15 and October 15
CUSIP No: 03774B AP8
APPALACHIAN POWER COMPANY, a corporation of the Commonwealth
of Virginia (hereinafter called the "Company"), for value
received, hereby promises to pay to ____________, or registered
assigns, the Principal Amount set forth above on the maturity
date specified in the title of this bond in lawful money of the
United States of America, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, and to pay to
the registered owner hereof interest on said sum from the date of
authentication of this bond (herein called the "Issue Date") or
latest semi-annual interest payment date to which interest has
been paid on the bonds of this series preceding the Issue Date,
unless the Issue Date be an interest payment date to which
interest is being paid, in which case from the Issue Date or
unless the Issue Date be the record date for the interest payment
date first following the Original Issue Date set forth above or a
date prior to such record date, then from the Original Issue Date
(or, if the Issue Date is between the record date for any
interest payment date and such interest payment date, then from
such interest payment date, provided, however, that if and to the
extent that the Company shall default in the payment of the
interest due on such interest payment date, then from the next
preceding semi-annual interest payment date to which interest has
been paid on the bonds of this series, or if such interest
payment date is the interest payment date first following the
Original Issue Date set forth above, then from the Original Issue
Date), until the principal hereof shall have become due and
payable, at the rate per annum specified in the title of this
bond, payable on May 1 and November 1 of each year (commencing
November 1, 1993) and on the maturity date specified in the title
of this bond; provided that, at the option of the Company, such
interest may be paid by check, mailed to the registered owner of
this bond at such owner's address appearing on the register
hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except in so far as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series and except as provided in Section 73 of the
Mortgage) by a Mortgage and Deed of Trust (herein, together with
all indentures supplemental thereto, called the Mortgage), dated
as of December 1, 1940, executed by APPALACHIAN ELECTRIC POWER
COMPANY (the corporate title of which was changed to APPALACHIAN
POWER COMPANY) to BANKERS TRUST COMPANY, as Trustee, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the
consent of the Company and to the extent permitted by and as
provided in the Mortgage, the rights and obligations of the
Company and/or of the holders of the bonds and/or coupons and/or
the terms and provisions of the Mortgage and/or of any
instruments supplemental thereto may be modified or altered by
affirmative vote of the holders of at least seventy-five per
centum (75%) in principal amount of the bonds affected by such
modification or alteration, then outstanding under the Mortgage
(excluding bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided
that, without the consent of the owner hereof no such
modification or alteration shall permit the extension of the
maturity of the principal of or interest on this bond or the
reduction in the rate of interest hereon or any other
modification in the terms of payment of such principal or
interest or the creation of a lien on the mortgaged and pledged
property ranking prior to or on a parity with the lien of the
Mortgage or the deprivation of the owner hereof of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.00% Series due November 1, 2003 (herein called
"bonds of the 52nd Series") created by an Indenture Supplemental
to Mortgage and Deed of Trust dated as of October 1, 1993 (the
"Third 1993 Supplemental Indenture"), as provided for in said
Mortgage.
The interest payable on any May 1 or November 1 (other than
interest payable upon redemption or maturity) will, subject to
certain exceptions provided in said Third 1993 Supplemental
Indenture, be paid to the person in whose name this bond is
registered at the close of business on the record date, which
shall be the April 15 or October 15, as the case may be, next
preceding such interest payment date, or, if such April 15 or
October 15 is not a Business Day (as hereinbelow defined), the
next preceding Business Day. Interest payable upon redemption or
maturity shall be payable to the person to whom the principal is
paid. The term "Business Day" means any day, other than a
Saturday or Sunday, which is not a day on which banking
institutions or trust companies in The City of New York, New York
or the city in which is located any office or agency maintained
for the payment of principal or premium, if any, or interest on
bonds of the 52nd Series are authorized or required by law,
regulation or executive order to remain closed.
If any semi-annual interest payment date, redemption date or
the maturity date is not a Business Day, payment of amounts due
on such date may be made on the next succeeding Business Day,
and, if such payment is made or duly provided for on such
Business Day, no interest shall accrue on such amounts for the
period from and after such interest payment date, redemption date
or the maturity date, as the case may be, to such Business Day.
The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of
principal or (subject to the provisions hereof) interest hereon
and for all other purposes and the Company and the Trustee shall
not be affected by any notice to the contrary.
The Company shall not be required to make transfers or
exchanges of bonds of the 52nd Series for a period of fifteen
days next preceding any interest payment date, or next preceding
any selection of bonds of the 52nd Series to be redeemed, and the
Company shall not be required to make transfers or exchanges of
any bonds of the 52nd Series designated for redemption in whole
or in part.
Any or all of the bonds of the 52nd Series may be redeemed
by the Company on or after November 1, 1998, at its option, or by
operation of various provisions of the Mortgage, in whole at any
time or in part from time to time upon not less than thirty but
not more than ninety days' previous notice given by mail to the
registered owners of the bonds to be redeemed, all as provided in
the Mortgage, (a) if redeemed otherwise than by the use or
application of cash deposited pursuant to Section 40 of the
Mortgage and otherwise than by the use of proceeds of released
property or the proceeds of insurance, at an amount equal to a
percentage of the principal amount thereof determined as set
forth in Annex A hereto under the heading "Regular Redemption
Price" together in each case with accrued interest to the date
fixed for redemption, or (b) if redeemed by the use or
application of cash deposited pursuant to Section 40 of the
Mortgage or by the use of proceeds of released property or the
proceeds of insurance, at an amount equal to 100% of the
principal amount thereof together in each case with accrued
interest to the date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
This bond is transferable as prescribed in the Mortgage by
the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, and at such other office or
agency of the Company as the Company may designate, upon
surrender and cancellation of this bond and upon payment, if the
Company shall require it, of the transfer charges prescribed in
the Mortgage, and, thereupon, a new registered bond or bonds of
authorized denominations of the same series for a like principal
amount will be issued to the transferee in exchange herefor as
provided in the Mortgage. In the manner and upon payment, if the
Company shall require it, of the charges prescribed in the
Mortgage, registered bonds of the 52nd Series may be exchanged
for a like aggregate principal amount of registered bonds of
other authorized denominations of the same series, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan, The
City of New York, or at such other office or agency of the
Company as the Company may from time to time designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of
the Company or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule
of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators,
stockholders, officers and directors, as such, being waived and
released by the holder or owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the
Mortgage.
This bond shall not become valid or obligatory for any
purpose until BANKERS TRUST COMPANY, the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form
of Authentication Certificate endorsed hereon.
In Witness Whereof, Appalachian Power Company has caused
this bond to be executed in its name by the signature of its
Chairman of the Board, its President or one of its Vice
Presidents and its corporate seal, or a facsimile thereof, to be
impressed or imprinted hereon and attested by the signature of
its Secretary or one of its Assistant Secretaries.
Dated:
APPALACHIAN POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
6.00% SERIES DUE NOVEMBER 1, 2003
(If redeemed during
the twelve months Regular
beginning November 1) Redemption
Year Price
1998 101.72%
1999 100.86
2000 100.00
2001 100.00
2002 100.00
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within Bond in
every particular without alteration or enlargement or
any change whatsoever.
<PAGE> Exhibit 4(c)
Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of December 1, 1940)
Executed by
APPALACHIAN POWER COMPANY
formerly Appalachian Electric Power Company
TO
BANKERS TRUST COMPANY,
As Trustee
Dated as of November 1, 1993
$50,000,000 First Mortgage Bonds,
Designated Secured Medium Term Notes,
7.125% Series due May 1, 2024
TABLE OF CONTENTS*
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS
Execution of Mortgage. . . . . . . . . . . . . . . . . . 1
Execution of supplemental indentures . . . . . . . . . . 1
Termination of Individual Trustee. . . . . . . . . . . . 1
Provision for issuance of bonds in one or more series. . 1
Right to execute supplemental indenture. . . . . . . . . 2
First Mortgage Bonds heretofore issued . . . . . . . . . 2
Issue of new First Mortgage Bonds of the 53rd Series . . 3
Fourth 1993 Supplemental Indenture. . . . . . . . . . . . 3
Compliance with legal requirements . . . . . . . . . . . 4
GRANTING CLAUSES. . . . . . . . . . . . . . . . . . . . . . . 4
DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . . 4
APPURTENANCES, ETC. . . . . . . . . . . . . . . . . . . . . . 4
HABENDUM. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PRIOR LEASEHOLD ENCUMBRANCES. . . . . . . . . . . . . . . . . 5
GRANT IN TRUST. . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1. Supplement to Original Indenture by adding
Section 20ZZ . . . . . . . . . . . . . . . . . 6
SECTION 2. Initial Issuance of the Bonds of the 53rd Series. 9
SECTION 3. Provision for record date for meetings
of Bondholders . . . . . . . . . . . . . . . . 9
SECTION 4. Original Indenture and Fourth 1993 Supplemental
Indenture same instrument. . . . . . . . . . . 9
SECTION 5. Limitation of rights. . . . . . . . . . . . . . . 9
SECTION 6. Execution in counterparts . . . . . . . . . . . . 9
TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . 10
SIGNATURES AND SEALS. . . . . . . . . . . . . . . . . . . . . 10
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . 12
SCHEDULE I. . . . . . . . . . . . . . . . . . . . . . . . . . I-1
*The Table of Contents shall not be deemed to be any part of the
Indenture Supplemental to Mortgage and Deed of Trust.
SUPPLEMENTAL INDENTURE, dated as of the first day of
November in the year One Thousand Nine Hundred and Ninety-three,
made and entered into by and between APPALACHIAN POWER COMPANY, a
corporation of the Commonwealth of Virginia, the corporate title
of which was, prior to April 17, 1958, APPALACHIAN ELECTRIC POWER
COMPANY (hereinafter sometimes called the "Company"), a
transmitting utility (as such term is defined in Section 46-9-
105(1)(n) of the West Virginia Code), party of the first part,
and BANKERS TRUST COMPANY, a corporation of the State of New York
(hereinafter sometimes called the "Corporate Trustee" or
"Trustee"), as Trustee, party of the second part.
WHEREAS, the Company has heretofore executed and delivered
its Mortgage and Deed of Trust (hereinafter sometimes referred to
as the "Mortgage"), dated as of December 1, 1940, to the Trustee
for the security of all bonds of the Company outstanding
thereunder, and by said Mortgage conveyed to the Trustee, upon
certain trusts, terms and conditions, and with and subject to
certain provisos and covenants therein contained, all and
singular the property, rights and franchises which the Company
then owned or should thereafter acquire, excepting any property
expressly excepted by the terms of the Mortgage; and
WHEREAS, the Company has heretofore executed and delivered
to the Trustee supplements and indentures supplemental to the
Mortgage, dated as of December 1, 1943, December 2, 1946,
December 1, 1947, March 1, 1950, June 1, 1951, October 1, 1952,
December 1, 1953, March 1, 1957, May 1, 1958, October 2, 1961,
April 1, 1962, June 1, 1965, September 2, 1968, December 1, 1968,
October 1, 1969, June 1, 1970, October 1, 1970, September 1,
1971, February 1, 1972, December 1, 1972, July 1, 1973, March 1,
1974, April 1, 1975, May 1, 1975, December 1, 1975, April 1,
1976, September 1, 1976, November 1, 1977, May 1, 1979, August 1,
1979, February 1, 1980, November 1, 1980, April 1, 1982, October
1, 1983, February 1, 1987, September 1, 1987, November 1, 1989,
December 1, 1990, August 1, 1991, February 1, 1992, May 1, 1992,
August 1, 1992, November 15, 1992, April 15, 1993, May 15, 1993
and October 1, 1993 (hereinafter referred to as the "Third 1993
Supplemental Indenture"), respectively, amending and
supplementing the Mortgage in certain respects (the Mortgage, as
so amended and supplemented, being hereinafter called the
"Original Indenture") and conveying to the Trustee, upon certain
trusts, terms and conditions, and with and subject to certain
provisos and covenants therein contained, certain property rights
and property therein described; and
WHEREAS, effective October 7, 1988, pursuant to Section 115
of the Original Indenture, the Individual Trustee resigned and
all powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title or interest in and to the trust
estate, and without appointment of a new trustee as successor to
the Individual Trustee, all the right, title and powers of the
Trustee thereupon devolved upon the Corporate Trustee and its
successors alone; and
WHEREAS, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further
provides that, with respect to each series, the rate or rates of
interest, the date or dates of maturity, the dates for the
payment of interest, the terms and rates of optional redemption,
and other terms and conditions not inconsistent with the Original
Indenture may be established, prior to the issue of bonds of such
series, by an indenture supplemental to the Original Indenture;
and
WHEREAS, Section 132 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to
or in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any
ambiguity or correct or supplement any defective or inconsistent
provisions contained in the Original Indenture or in any
indenture supplemental to the Original Indenture, by an
instrument in writing, executed and acknowledged, and that the
Trustee is authorized to join with the Company in the execution
of any such instrument or instruments; and
WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage, as amended and supplemented
as of the respective dates thereof, bonds of the series (which
are outstanding), entitled and designated as hereinafter set
forth, in the respective original aggregate principal amounts
indicated:
Series Amount
First Mortgage Bonds, 7-1/2% Series due 1998. . . $45,000,000
First Mortgage Bonds, 7.00% Series due 1999. . . 30,000,000
First Mortgage Bonds, 7-5/8% Series due 2002. . . 50,000,000
First Mortgage Bonds, 7.95% Series due 2002. . . 60,000,000
First Mortgage Bonds, 7.38% Series due 2002. . . 50,000,000
First Mortgage Bonds, 7.40% Series due 2002. . . 30,000,000
First Mortgage Bonds, 7-1/2% Series due 2002. . . 70,000,000
First Mortgage Bonds, 8-1/8% Series due 2003. . . 50,000,000
First Mortgage Bonds, 6.65% Series due 2003. . . 40,000,000
First Mortgage Bonds, 6.85% Series due 2003. . . 30,000,000
First Mortgage Bonds, 6.00% Series due 2003. . . 30,000,000
First Mortgage Bonds, 8-3/4% Series due 2017. . . 100,000,000
First Mortgage Bonds, 9-1/8% Series due 2019. . . 50,000,000
First Mortgage Bonds, 9-7/8% Series due 2020. . . 50,000,000
First Mortgage Bonds, 9.35% Series due 2021. . . 50,000,000
First Mortgage Bonds, 8.75% Series due 2022. . . 50,000,000
First Mortgage Bonds, 8.70% Series due 2022. . . 40,000,000
First Mortgage Bonds, 8.43% Series due 2022. . . 50,000,000
First Mortgage Bonds, 8.50% Series due 2022. . . 70,000,000
First Mortgage Bonds, 7.80% Series due 2023. . . 40,000,000
First Mortgage Bonds, 7.90% Series due 2023. . . 30,000,000
First Mortgage Bonds, 7.15% Series due 2023. . . 30,000,000
and
WHEREAS, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original
Indenture to be designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 7.125% Series due May 1, 2024"
(hereinafter sometimes referred to as the "bonds of the 53rd
Series"); and
WHEREAS, each of the bonds of the 53rd Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"Fourth 1993 Supplemental Indenture"); and
WHEREAS, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture, in the form hereof, for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make
this Fourth 1993 Supplemental Indenture a valid, binding and
legal instrument in accordance with its terms, have been done,
performed and fulfilled, and the execution and delivery thereof
have been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That Appalachian Power Company, in consideration of the
premises and of the purchase and acceptance of the bonds by the
holders thereof and of the sum of One Dollar ($1.00) and other
good and valuable consideration paid to it by the Trustee at or
before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in order to secure the
payment of both the principal of and interest and premium, if
any, on the bonds from time to time issued under and secured by
the Original Indenture and this Fourth 1993 Supplemental
Indenture, according to their tenor and effect, and the
performance of all the provisions of the Original Indenture and
this Fourth 1993 Supplemental Indenture (including any further
indenture or indentures supplemental to the Original Indenture
and any modification or alteration made as in the Original
Indenture provided) and of said bonds, has granted, bargained,
sold, released, conveyed, transferred, mortgaged, pledged, set
over and confirmed, and by these presents does grant, bargain,
sell, release, convey, assign, transfer, mortgage, pledge, set
over and confirm unto Bankers Trust Company, as Trustee, and to
its respective successor or successors in the trust hereby
created, and to its and their assigns, all the following
described properties of the Company, that is to say:
All property, real, personal and mixed, tangible and
intangible, and all franchises owned by the Company on the date
of the execution hereof, acquired since the execution of the
Third 1993 Supplemental Indenture (except any hereinafter
expressly excepted from the lien and operation of this Fourth
1993 Supplemental Indenture).
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the
provisions of Section 63 of the Original Indenture) the tolls,
rents, revenues, issues, earnings, income, product and profits
thereof and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now
has or may hereafter acquire in and to the aforesaid property and
franchises and every part and parcel thereof.
Provided that, in addition to the reservations and
exceptions herein elsewhere contained, the following are not and
are not intended to be now or hereafter granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed hereunder and are hereby expressly excepted
from the lien and operation of the Original Indenture and this
Fourth 1993 Supplemental Indenture, viz.: (1) cash, shares of
stock, and obligations (including bonds, notes and other
securities) not hereinafter or in the Original Indenture
specifically pledged, deposited or delivered hereunder or
thereunder or hereinafter or therein covenanted so to be; (2) any
goods, wares, merchandise, equipment, materials or supplies
acquired for the purpose of sale or resale in the usual course of
business or for consumption in the operation of any properties of
the Company and automobiles and trucks; (3) all judgments,
accounts, and choses in action, the proceeds of which the Company
is not obligated as hereinafter provided or as provided in the
Original Indenture to deposit with the Trustee hereunder and
thereunder; provided, however, that the property and rights
expressly excepted from the lien and operation of the Original
Indenture and this Fourth 1993 Supplemental Indenture in the
above subdivisions (2) and (3) shall (to the extent permitted by
law) cease to be so excepted, in the event that the Trustee or a
receiver or trustee shall enter upon and take possession of the
mortgaged and pledged property in the manner provided in Article
XIV of the Original Indenture by reason of the occurrence of a
completed default, as defined in said Article XIV.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust;
SUBJECT, HOWEVER, to the reservations, exceptions,
conditions, limitations and restrictions contained in the several
deeds, leases, servitudes, franchises and contracts or other
instruments through which the Company acquired and/or claims
title to and/or enjoys the use of the aforesaid properties; and
subject also to encumbrances of the character defined in Section
6 of the Original Indenture as "excepted encumbrances" in so far
as the same may attach to any of the property embraced herein.
Inasmuch as the Company holds certain of said lands, rights
of way and other property under leases, power agreements and
other contracts which provide that the Company's interest therein
shall not be mortgaged without the consent of the respective
lessors or other parties to said agreements and contracts, and
such lessors and parties have either given such consent or have
waived the requirement of such consent, it is hereby expressly
agreed and made a condition upon which this Fourth 1993
Supplemental Indenture is executed and delivered, that the lien
of this Fourth 1993 Supplemental Indenture and the estate, rights
and remedies of the Trustee hereunder, and the rights and
remedies of the holders of the bonds secured hereby and by the
Original Indenture in so far as they may affect such lands,
rights of way and other property now held or to be hereafter
acquired by the Company under such leases, contracts or
agreements, shall be subject and subordinate in all respects to
the rights and remedies of the respective lessors or other
parties thereto.
And it is hereby expressly covenanted and agreed as follows:
(a) That the rights of the Trustee hereunder, and of
every person or corporation whatsoever claiming by reason of
this Fourth 1993 Supplemental Indenture any right, title or
interest, legal or equitable, in the property covered by any
such lease, power agreement or other contract, are and at
all times hereafter shall be subject in the same manner and
degree as the rights of the Company might or would at all
times be subject, had this Fourth 1993 Supplemental
Indenture not been made, to all terms, provisions,
conditions, covenants, stipulations, and agreements, and to
all exceptions, reservations, limitations, restrictions, and
forfeitures contained in any such lease, power agreement or
other contract;
(b) That any right, claim, condition or forfeiture
which might at any time be asserted against the party in
possession under the provisions of any such lease, power
agreement or other contract, had this Fourth 1993
Supplemental Indenture not been made, may be asserted with
the same force and effect against any and all persons or
corporations at any time claiming any right, title or
interest in any such property under or by reason of this
Fourth 1993 Supplemental Indenture or of any bond hereby and
by the Original Indenture secured; and
(c) That such consent or waiver of the requirement of
such consent given by the lessor under any such lease or
party to any such power agreement or other contract is
intended and shall be construed to be solely for the purpose
of permitting the Company to mortgage its property generally
without violating the express covenant contained in such
lease, power agreement or other contract, and that such
consent or waiver of the requirement of such consent confers
upon the Trustee hereunder and the holders of bonds secured
hereby and by the Original Indenture no rights in addition
to such as they would have had, respectively, if such
consent or waiver of the requirement of such consent had not
been given.
IN TRUST NEVERTHELESS, upon the terms and trusts in the
Original Indenture and this Fourth 1993 Supplemental Indenture
set forth, for the equal and pro rata benefit and security of
those who shall hold the bonds and coupons issued and to be
issued hereunder and under the Original Indenture, in accordance
with the terms of the Original Indenture and of this Fourth 1993
Supplemental Indenture, without preference, priority or
distinction as to lien of any of said bonds or coupons over any
other thereof by reason of priority in the time of issuance or
negotiation thereof, or otherwise howsoever, subject, however, to
the conditions, provisions and covenants set forth in the
Original Indenture and in this Fourth 1993 Supplemental
Indenture.
AND THIS INDENTURE FURTHER WITNESSETH:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and it
successors and assigns, hereby covenants and agrees to and with
the Trustee, and its successor or successors in such trust, under
the Original Indenture, as follows:
Section 1. The Original Indenture is hereby supplemented by
adding immediately after Section 20YY, a new Section 20ZZ, as
follows:
SECTION 20ZZ. The Company hereby creates a fifty-third
series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage
Bonds, Designated Secured Medium Term Notes, 7.125% Series
due May 1, 2024" (herein sometimes referred to as the "bonds
of the 53rd Series"). The form of the bonds of the 53rd
Series shall be substantially as set forth in Schedule I to
the Fourth 1993 Supplemental Indenture.
Bonds of the 53rd Series shall mature on the date
specified in their title. Unless otherwise determined by
the Company, the bonds of the 53rd Series shall be issued in
fully registered form without coupons in denominations of
$1,000 and in integral multiples thereof; the principal of
and premium (if any) and interest on each said bond to be
payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, in lawful money
of the United States of America, provided that at the option
of the Company interest may be mailed to registered owners
of the bonds at their respective addresses that appear on
the register thereof; and the rate of interest shall be the
rate per annum specified in the title thereof, payable semi-
annually on the first days of May and November of each year
(commencing May 1, 1994) and on their maturity date.
The person in whose name any bond of the 53rd Series is
registered at the close of business on any record date (as
hereinbelow defined) with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption or maturity) shall be entitled to receive the
interest payable on such interest payment date
notwithstanding the cancellation of such bond of the 53rd
Series upon any registration of transfer or exchange thereof
(including any exchange effected as an incident to a partial
redemption thereof) subsequent to the record date and prior
to such interest payment date, except, if and to the extent
that the Company shall default in the payment of the
interest due on such interest payment date, then the
registered owners of bonds of the 53rd Series on such record
date shall have no further right to or claim in respect of
such defaulted interest as such registered owners on such
record date, and the persons entitled to receive payment of
any defaulted interest thereafter payable or paid on any
bonds of the 53rd Series shall be the registered owners of
such bonds of the 53rd Series (or any bond or bonds issued,
directly or after intermediate transactions upon transfer or
exchange or in substitution thereof) on the date of payment
of such defaulted interest. Interest payable upon
redemption or maturity shall be payable to the person to
whom the principal is paid. The term "record date" as used
in this Section 20ZZ, and in the form of the bonds of the
53rd Series, with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption or maturity) applicable to the bonds of the 53rd
Series, shall mean the April 15 next preceding a May 1
interest payment date or the October 15 next preceding a
November 1 interest payment date, as the case may be, or, if
such April 15 or October 15 is not a Business Day (as
defined hereinbelow), the next preceding Business Day. The
term "Business Day" with respect to any bond of the 53rd
Series shall mean any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust
companies in The City of New York, New York or the city in
which is located any office or agency maintained for the
payment of principal of or premium, if any, or interest on
such bond of the 53rd Series are authorized or required by
law, regulation or executive order to remain closed.
Every registered bond of the 53rd Series shall be dated
the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting
of twelve 30-day months from its Issue Date or from the
latest semi-annual interest payment date to which interest
has been paid on the bonds of the 53rd Series preceding the
Issue Date, unless such Issue Date be an interest payment
date to which interest is being paid on the bonds of the
53rd Series, in which case it shall bear interest from its
Issue Date or unless the Issue Date be the record date for
the interest payment date first following the date of
original issuance of bonds of the 53rd Series (the "Original
Issue Date"), or a date prior to such record date, then from
the Original Issue Date; provided that, so long as there is
no existing default in the payment of interest on said
bonds, the owner of any bond authenticated by the Corporate
Trustee between the record date for any regular semi-annual
interest payment date and such interest payment date shall
not be entitled to the payment of the interest due on such
interest payment date (other than interest payable upon
redemption or maturity) and shall have no claim against the
Company with respect thereto; provided further, that, if and
to the extent the Company shall default in the payment of
the interest due on such interest payment date, then any
such bond shall bear interest from the May 1 or November 1,
as the case may be, next preceding its Issue Date, to which
interest has been paid or, if the Company shall be in
default with respect to the interest payment date first
following the Original Issue Date, then from the Original
Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the 53rd Series shall be executed on
behalf of the Company by its Chairman of the Board, by its
President or by one of its Vice Presidents or by one of its
officers designated by the Board of Directors of the Company
for such purpose, whose signature may be a facsimile, and
its corporate seal shall be thereunto affixed or printed
thereon and attested by its Secretary or one of its
Assistant Secretaries, and the provisions of the penultimate
sentence of said Section 14 shall be applicable to such
bonds of the 53rd Series.
The bonds of the 53rd Series are redeemable in
accordance with Article XII of the Original Indenture and as
further set forth in the form of bond contained in Schedule
I to this Fourth 1993 Supplemental Indenture.
The Company shall not be required to make transfers or
exchanges of bonds of the 53rd Series for a period of
fifteen days next preceding any selection of bonds of the
53rd Series to be redeemed or to make transfers or exchanges
of any bonds of the 53rd Series designated in whole or in
part for redemption. Notwithstanding the provisions of
Section 12 of this Indenture, the Company shall not be
required to make transfers or exchanges of bonds of the 53rd
Series for a period of fifteen days next preceding any
interest payment date.
Registered bonds of the 53rd Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such
other office or agency of the Company as the Company may
from time to time designate, by the registered owners
thereof, in person or by duly authorized attorney, in the
manner and upon payment, if required by the Company, of the
charges prescribed in this Indenture. In the manner and
upon payment, if required by the Company, of the charges
prescribed in this Indenture, registered bonds of the 53rd
Series may be exchanged for a like aggregate principal
amount of registered bonds of the 53rd Series of other
authorized denominations, upon presentation and surrender
thereof, for cancellation, at the office or agency of the
Company in the Borough of Manhattan, The City of New York,
or at such other office or agency of the Company as the
Company may from time to time designate.
Section 2. Initial Issuance of the Bonds of the 53rd Series:
In accordance with and upon compliance with such provisions
of the Original Indenture as shall be selected for such purpose
by the officers of the Company duly authorized to take such
action, bonds of the 53rd Series, in an aggregate principal
amount not exceeding $50,000,000, shall forthwith be executed by
the Company and delivered to the Trustee and shall be
authenticated by the Trustee and delivered to or upon the order
of the Company (without awaiting the filing and recording of this
Fourth 1993 Supplemental Indenture except to the extent required
by subdivision (10) of Section 29 of the Original Indenture).
Section 3. At any meeting of bondholders held as provided for
in Article XX of the Original Indenture at which owners of bonds
of the 53rd Series are entitled to vote, all owners of bonds of
the 53rd Series at the time of such meeting shall be entitled to
vote thereat; provided, however, that the Trustee may, and upon
request of the Company or of a majority of the bondowners of the
53rd Series, shall, fix a day not exceeding ninety days preceding
the date for which the meeting is called as a record date for the
determination of owners of bonds of the 53rd Series, entitled to
notice of and to vote at such meeting and any adjournment thereof
and only such registered owners who shall have been such
registered owners on the date so fixed, and who are entitled to
vote such bonds of the 53rd Series at the meeting, shall be
entitled to receive notice of such meeting.
Section 4. As supplemented by this Fourth 1993 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed and the Original Indenture and this Fourth 1993
Supplemental Indenture shall be read, taken and construed as one
and the same instrument. The bonds of the 53rd Series are the
original debt secured by this Fourth 1993 Supplemental Indenture
and the Original Indenture, and this Fourth 1993 Supplemental
Indenture and the Original Indenture shall be, and shall be
deemed to be, the original lien instrument securing the bonds of
the 53rd Series.
Section 5. Nothing contained in this Fourth 1993 Supplemental
Indenture shall, or shall be construed to, confer upon any person
other than the owners of bonds issued under the Original
Indenture and this Fourth 1993 Supplemental Indenture, the
Company and the Trustee, any right to avail themselves of any
benefit of any provision of the Original Indenture or of this
Fourth 1993 Supplemental Indenture.
Section 6. This Fourth 1993 Supplemental Indenture may be
simultaneously executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, APPALACHIAN POWER COMPANY, party of the
first part, has caused this instrument to be signed in its name
and behalf by its President, a Vice President or an Assistant
Treasurer, and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary, and BANKERS
TRUST COMPANY, party of the second part, in token of its
acceptance hereof, has caused this instrument to be signed in its
name and behalf by a Vice President or an Assistant Vice
President and its corporate seal to be hereunto affixed and
attested by its Secretary, an Assistant Secretary or an Assistant
Treasurer. Executed and delivered as of the date and year first
above written.
APPALACHIAN POWER COMPANY
[SEAL]
By: /s/ B. M. Barber
B. M. Barber
Assistant Treasurer
Attest:
/s/ Jeffrey D. Cross
Jeffrey D. Cross
Assistant Secretary
In the presence of:
/s/ T. G. Berkemeyer
T. G. Berkemeyer
/s/ A. A. Pena
A. A. Pena
BANKERS TRUST COMPANY
[SEAL]
By /s/ Kathleen Boyd
Kathleen Boyd
Vice President
Attest:
/s/ M. Lisa Morrone
M. Lisa Morrone
Assistant Treasurer
Executed by BANKERS TRUST COMPANY
in the presence of:
/s/ S. Thiel
S. Thiel
/s/ John Florio
John Florio
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
On this 28th day of October, 1993, personally appeared
before me, a Notary Public within and for said County in the
State aforesaid, B. M. BARBER and JEFFREY D. CROSS, to me known
and known to me to be respectively an Assistant Treasurer and
Assistant Secretary of APPALACHIAN POWER COMPANY, one of the
corporations named in and which executed the foregoing
instrument, who severally acknowledged that they did sign and
seal said instrument as such Assistant Treasurer and Assistant
Secretary for and on behalf of said corporation and that the same
is their free act and deed as such Assistant Treasurer and
Assistant Secretary, respectively, and the free and corporate act
and deed of said corporation.
In Witness Whereof, I have hereunto set my hand and notarial
seal this 28th day of October, 1993.
[Notarial Seal]
/s/ Mary M. Soltesz
MARY M. SOLTESZ
Notary Public, State of Ohio
My Commission Expires July 13, 1994
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I, PATRICIA M. CARILLO, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and
State aforesaid, hereby certify that on this 29th day of October,
1993:
KATHLEEN BOYD and M. LISA MORRONE, whose names are signed to
the writing above, bearing a date as of the 1st day of November,
1993, as Vice President and Assistant Treasurer, respectively, of
BANKERS TRUST COMPANY, have this day acknowledged the same before
me in my County aforesaid.
KATHLEEN BOYD, who signed the writing above and hereto
annexed for BANKERS TRUST COMPANY, a corporation, bearing a date
as of the 1st day of November, 1993, has this day in my said
County before me acknowledged the said writing to be the act and
deed of said corporation.
Before me appeared KATHLEEN BOYD and M. LISA MORRONE to me
personally known, who, being by me duly sworn, did say that they
are Vice President and Assistant Treasurer, respectively, of
BANKERS TRUST COMPANY, and that the seal affixed to said
instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said
corporation, by authority of its Board of Directors and said
KATHLEEN BOYD acknowledged said instrument to be the free act and
deed of said corporation.
M. LISA MORRONE personally came before me this day and
acknowledged that she is an Assistant Treasurer of BANKERS TRUST
COMPANY, a corporation, and that by authority duly given and as
the act of the corporation, the foregoing instrument was signed
in its name by an Assistant Treasurer, sealed with its corporate
seal, and attested by herself as an Assistant Treasurer.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County and State of New York, this 29th day
of October, 1993.
/s/ Patricia M. Carillo
PATRICIA M. CARILLO
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate filed in New York
County
Commission expires May 31, 1995
[SEAL]
The foregoing instrument was prepared by Jeffrey D. Cross, 1
Riverside Plaza, Columbus, Ohio 43215.
SCHEDULE I
APPALACHIAN POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 7.125%
SERIES DUE MAY 1, 2024
Bond No.
Original Issue Date: November 9, 1993
Principal Amount:
Semi-annual Interest Payment Dates: May 1 and November 1
Record Dates: April 15 and October 15
CUSIP No: 03774B AR4
APPALACHIAN POWER COMPANY, a corporation of the Commonwealth
of Virginia (hereinafter called the "Company"), for value
received, hereby promises to pay to ____________, or registered
assigns, the Principal Amount set forth above on the maturity
date specified in the title of this bond in lawful money of the
United States of America, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, and to pay to
the registered owner hereof interest on said sum from the date of
authentication of this bond (herein called the "Issue Date") or
latest semi-annual interest payment date to which interest has
been paid on the bonds of this series preceding the Issue Date,
unless the Issue Date be an interest payment date to which
interest is being paid, in which case from the Issue Date or
unless the Issue Date be the record date for the interest payment
date first following the Original Issue Date set forth above or a
date prior to such record date, then from the Original Issue Date
(or, if the Issue Date is between the record date for any
interest payment date and such interest payment date, then from
such interest payment date, provided, however, that if and to the
extent that the Company shall default in the payment of the
interest due on such interest payment date, then from the next
preceding semi-annual interest payment date to which interest has
been paid on the bonds of this series, or if such interest
payment date is the interest payment date first following the
Original Issue Date set forth above, then from the Original Issue
Date), until the principal hereof shall have become due and
payable, at the rate per annum specified in the title of this
bond, payable on May 1 and November 1 of each year (commencing
May 1, 1994) and on the maturity date specified in the title of
this bond; provided that, at the option of the Company, such
interest may be paid by check, mailed to the registered owner of
this bond at such owner's address appearing on the register
hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except in so far as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series and except as provided in Section 73 of the
Mortgage) by a Mortgage and Deed of Trust (herein, together with
all indentures supplemental thereto, called the Mortgage), dated
as of December 1, 1940, executed by APPALACHIAN ELECTRIC POWER
COMPANY (the corporate title of which was changed to APPALACHIAN
POWER COMPANY) to BANKERS TRUST COMPANY, as Trustee, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the
consent of the Company and to the extent permitted by and as
provided in the Mortgage, the rights and obligations of the
Company and/or of the holders of the bonds and/or coupons and/or
the terms and provisions of the Mortgage and/or of any
instruments supplemental thereto may be modified or altered by
affirmative vote of the holders of at least seventy-five per
centum (75%) in principal amount of the bonds affected by such
modification or alteration, then outstanding under the Mortgage
(excluding bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided
that, without the consent of the owner hereof no such
modification or alteration shall permit the extension of the
maturity of the principal of or interest on this bond or the
reduction in the rate of interest hereon or any other
modification in the terms of payment of such principal or
interest or the creation of a lien on the mortgaged and pledged
property ranking prior to or on a parity with the lien of the
Mortgage or the deprivation of the owner hereof of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.125% Series due May 1, 2024 (herein called "bonds
of the 53rd Series") created by an Indenture Supplemental to
Mortgage and Deed of Trust dated as of November 1, 1993 (the
"Fourth 1993 Supplemental Indenture"), as provided for in said
Mortgage.
The interest payable on any May 1 or November 1 (other than
interest payable upon redemption or maturity) will, subject to
certain exceptions provided in said Fourth 1993 Supplemental
Indenture, be paid to the person in whose name this bond is
registered at the close of business on the record date, which
shall be the April 15 or October 15, as the case may be, next
preceding such interest payment date, or, if such April 15 or
October 15 is not a Business Day (as hereinbelow defined), the
next preceding Business Day. Interest payable upon redemption or
maturity shall be payable to the person to whom the principal is
paid. The term "Business Day" means any day, other than a
Saturday or Sunday, which is not a day on which banking
institutions or trust companies in The City of New York, New York
or the city in which is located any office or agency maintained
for the payment of principal or premium, if any, or interest on
bonds of the 53rd Series are authorized or required by law,
regulation or executive order to remain closed.
If any semi-annual interest payment date, redemption date or
the maturity date is not a Business Day, payment of amounts due
on such date may be made on the next succeeding Business Day,
and, if such payment is made or duly provided for on such
Business Day, no interest shall accrue on such amounts for the
period from and after such interest payment date, redemption date
or the maturity date, as the case may be, to such Business Day.
The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of
principal or (subject to the provisions hereof) interest hereon
and for all other purposes and the Company and the Trustee shall
not be affected by any notice to the contrary.
The Company shall not be required to make transfers or
exchanges of bonds of the 53rd Series for a period of fifteen
days next preceding any interest payment date, or next preceding
any selection of bonds of the 53rd Series to be redeemed, and the
Company shall not be required to make transfers or exchanges of
any bonds of the 53rd Series designated for redemption in whole
or in part.
Any or all of the bonds of the 53rd Series may be redeemed
by the Company on or after May 1, 2004, at its option, or by
operation of various provisions of the Mortgage, in whole at any
time or in part from time to time upon not less than thirty but
not more than ninety days' previous notice given by mail to the
registered owners of the bonds to be redeemed, all as provided in
the Mortgage, (a) if redeemed otherwise than by the use or
application of cash deposited pursuant to Section 40 of the
Mortgage and otherwise than by the use of proceeds of released
property or the proceeds of insurance, at an amount equal to a
percentage of the principal amount thereof determined as set
forth in Annex A hereto under the heading "Regular Redemption
Price" together in each case with accrued interest to the date
fixed for redemption, or (b) if redeemed by the use or
application of cash deposited pursuant to Section 40 of the
Mortgage or by the use of proceeds of released property or the
proceeds of insurance, at an amount equal to 100% of the
principal amount thereof together in each case with accrued
interest to the date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
This bond is transferable as prescribed in the Mortgage by
the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, and at such other office or
agency of the Company as the Company may designate, upon
surrender and cancellation of this bond and upon payment, if the
Company shall require it, of the transfer charges prescribed in
the Mortgage, and, thereupon, a new registered bond or bonds of
authorized denominations of the same series for a like principal
amount will be issued to the transferee in exchange herefor as
provided in the Mortgage. In the manner and upon payment, if the
Company shall require it, of the charges prescribed in the
Mortgage, registered bonds of the 53rd Series may be exchanged
for a like aggregate principal amount of registered bonds of
other authorized denominations of the same series, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan, The
City of New York, or at such other office or agency of the
Company as the Company may from time to time designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of
the Company or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule
of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators,
stockholders, officers and directors, as such, being waived and
released by the holder or owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the
Mortgage.
This bond shall not become valid or obligatory for any
purpose until BANKERS TRUST COMPANY, the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form
of Authentication Certificate endorsed hereon.
In Witness Whereof, Appalachian Power Company has caused
this bond to be executed in its name by the signature of its
Chairman of the Board, its President or one of its Vice
Presidents and its corporate seal, or a facsimile thereof, to be
impressed or imprinted hereon and attested by the signature of
its Secretary or one of its Assistant Secretaries.
Dated:
APPALACHIAN POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
7.125% SERIES DUE MAY 1, 2024
(If redeemed during
the twelve months Regular
beginning May 1) Redemption
Year Price
2004 103.57%
2005 103.21
2006 102.85
2007 102.50
2008 102.14
2009 101.79
2010 101.43
2011 101.07
2012 100.72
2013 100.36
2014 100.00
2015 100.00
2016 100.00
2017 100.00
2018 100.00
2019 100.00
2020 100.00
2021 100.00
2022 100.00
2023 100.00
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within Bond in
every particular without alteration or enlargement or
any change whatsoever.
<PAGE> Exhibit 4(d)
Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of December 1, 1940)
Executed by
APPALACHIAN POWER COMPANY
formerly Appalachian Electric Power Company
TO
BANKERS TRUST COMPANY,
As Trustee
Dated as of August 15, 1994
$21,000,000 First Mortgage Bonds,
Designated Secured Medium Term Notes,
7.70% Series due September 1, 2004
TABLE OF CONTENTS
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS
Execution of Mortgage. . . . . . . . . . . . . . . . . . 1
Execution of supplemental indentures . . . . . . . . . . 1
Termination of Individual Trustee. . . . . . . . . . . . 1
Provision for issuance of bonds in one or more series. . 1
Right to execute supplemental indenture. . . . . . . . . 2
First Mortgage Bonds heretofore issued . . . . . . . . . 2
Issue of new First Mortgage Bonds of the 54th Series . . 3
First 1994 Supplemental Indenture . . . . . . . . . . . . 3
Compliance with legal requirements . . . . . . . . . . . 4
GRANTING CLAUSES. . . . . . . . . . . . . . . . . . . . . . . 4
DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . . 4
APPURTENANCES, ETC. . . . . . . . . . . . . . . . . . . . . . 4
HABENDUM. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PRIOR LEASEHOLD ENCUMBRANCES. . . . . . . . . . . . . . . . . 5
GRANT IN TRUST. . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1. Supplement to Original Indenture by adding
Section 20AAA. . . . . . . . . . . . . . . . . 6
SECTION 2. Initial Issuance of the Bonds of the 54th Series. 9
SECTION 3. Provision for record date for meetings
of Bondholders . . . . . . . . . . . . . . . . 9
SECTION 4. Original Indenture and First 1994 Supplemental
Indenture same instrument. . . . . . . . . . . 9
SECTION 5. Limitation of rights. . . . . . . . . . . . . . . 9
SECTION 6. Execution in counterparts . . . . . . . . . . . . 9
TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . 10
SIGNATURES AND SEALS. . . . . . . . . . . . . . . . . . . . . 10
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . 12
SCHEDULE I. . . . . . . . . . . . . . . . . . . . . . . . . . I-1
*The Table of Contents shall not be deemed to be any part of the
Indenture Supplemental to Mortgage and Deed of Trust.
SUPPLEMENTAL INDENTURE, dated as of the fifteenth day of
August in the year One Thousand Nine Hundred and Ninety-four,
made and entered into by and between APPALACHIAN POWER COMPANY, a
corporation of the Commonwealth of Virginia, the corporate title
of which was, prior to April 17, 1958, APPALACHIAN ELECTRIC POWER
COMPANY (hereinafter sometimes called the "Company"), a
transmitting utility (as such term is defined in Section 46-9-
105(1)(n) of the West Virginia Code), party of the first part,
and BANKERS TRUST COMPANY, a corporation of the State of New York
(hereinafter sometimes called the "Corporate Trustee" or
"Trustee"), as Trustee, party of the second part.
WHEREAS, the Company has heretofore executed and delivered
its Mortgage and Deed of Trust (hereinafter sometimes referred to
as the "Mortgage"), dated as of December 1, 1940, to the Trustee
for the security of all bonds of the Company outstanding
thereunder, and by said Mortgage conveyed to the Trustee, upon
certain trusts, terms and conditions, and with and subject to
certain provisos and covenants therein contained, all and
singular the property, rights and franchises which the Company
then owned or should thereafter acquire, excepting any property
expressly excepted by the terms of the Mortgage; and
WHEREAS, the Company has heretofore executed and delivered
to the Trustee supplements and indentures supplemental to the
Mortgage, dated as of December 1, 1943, December 2, 1946,
December 1, 1947, March 1, 1950, June 1, 1951, October 1, 1952,
December 1, 1953, March 1, 1957, May 1, 1958, October 2, 1961,
April 1, 1962, June 1, 1965, September 2, 1968, December 1, 1968,
October 1, 1969, June 1, 1970, October 1, 1970, September 1,
1971, February 1, 1972, December 1, 1972, July 1, 1973, March 1,
1974, April 1, 1975, May 1, 1975, December 1, 1975, April 1,
1976, September 1, 1976, November 1, 1977, May 1, 1979, August 1,
1979, February 1, 1980, November 1, 1980, April 1, 1982, October
1, 1983, February 1, 1987, September 1, 1987, November 1, 1989,
December 1, 1990, August 1, 1991, February 1, 1992, May 1, 1992,
August 1, 1992, November 15, 1992, April 15, 1993, May 15, 1993,
October 1, 1993 and November 1, 1993 (hereinafter referred to as
the "Fourth 1993 Supplemental Indenture"), respectively, amending
and supplementing the Mortgage in certain respects (the Mortgage,
as so amended and supplemented, being hereinafter called the
"Original Indenture") and conveying to the Trustee, upon certain
trusts, terms and conditions, and with and subject to certain
provisos and covenants therein contained, certain property rights
and property therein described; and
WHEREAS, effective October 7, 1988, pursuant to Section 115
of the Original Indenture, the Individual Trustee resigned and
all powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title or interest in and to the trust
estate, and without appointment of a new trustee as successor to
the Individual Trustee, all the right, title and powers of the
Trustee thereupon devolved upon the Corporate Trustee and its
successors alone; and
WHEREAS, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further
provides that, with respect to each series, the rate or rates of
interest, the date or dates of maturity, the dates for the
payment of interest, the terms and rates of optional redemption,
and other terms and conditions not inconsistent with the Original
Indenture may be established, prior to the issue of bonds of such
series, by an indenture supplemental to the Original Indenture;
and
WHEREAS, Section 132 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to
or in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any
ambiguity or correct or supplement any defective or inconsistent
provisions contained in the Original Indenture or in any
indenture supplemental to the Original Indenture, by an
instrument in writing, executed and acknowledged, and that the
Trustee is authorized to join with the Company in the execution
of any such instrument or instruments; and
WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage, as amended and supplemented
as of the respective dates thereof, bonds of the series (which
are outstanding), entitled and designated as hereinafter set
forth, in the respective original aggregate principal amounts
indicated:
Series Amount
First Mortgage Bonds, 7-1/2% Series due 1998. . . $45,000,000
First Mortgage Bonds, 7.00% Series due 1999. . . 30,000,000
First Mortgage Bonds, 7-5/8% Series due 2002. . . 50,000,000
First Mortgage Bonds, 7.95% Series due 2002. . . 60,000,000
First Mortgage Bonds, 7.38% Series due 2002. . . 50,000,000
First Mortgage Bonds, 7.40% Series due 2002. . . 30,000,000
First Mortgage Bonds, 7-1/2% Series due 2002. . . 70,000,000
First Mortgage Bonds, 6.65% Series due 2003. . . 40,000,000
First Mortgage Bonds, 6.85% Series due 2003. . . 30,000,000
First Mortgage Bonds, 6.00% Series due 2003. . . 30,000,000
First Mortgage Bonds, 9-1/8% Series due 2019. . . 50,000,000
First Mortgage Bonds, 9-7/8% Series due 2020. . . 50,000,000
First Mortgage Bonds, 9.35% Series due 2021. . . 50,000,000
First Mortgage Bonds, 8.75% Series due 2022. . . 50,000,000
First Mortgage Bonds, 8.70% Series due 2022. . . 40,000,000
First Mortgage Bonds, 8.43% Series due 2022. . . 50,000,000
First Mortgage Bonds, 8.50% Series due 2022. . . 70,000,000
First Mortgage Bonds, 7.80% Series due 2023. . . 40,000,000
First Mortgage Bonds, 7.90% Series due 2023. . . 30,000,000
First Mortgage Bonds, 7.15% Series due 2023. . . 30,000,000
First Mortgage Bonds, 7.125% Series due 2024. . . 50,000,000
and
WHEREAS, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original
Indenture to be designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 7.70% Series due September 1, 2004"
(hereinafter sometimes referred to as the "bonds of the 54th
Series"); and
WHEREAS, each of the bonds of the 54th Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"First 1994 Supplemental Indenture"); and
WHEREAS, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture, in the form hereof, for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make
this First 1994 Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms, have been done,
performed and fulfilled, and the execution and delivery thereof
have been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That Appalachian Power Company, in consideration of the
premises and of the purchase and acceptance of the bonds by the
holders thereof and of the sum of One Dollar ($1.00) and other
good and valuable consideration paid to it by the Trustee at or
before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in order to secure the
payment of both the principal of and interest and premium, if
any, on the bonds from time to time issued under and secured by
the Original Indenture and this First 1994 Supplemental
Indenture, according to their tenor and effect, and the
performance of all the provisions of the Original Indenture and
this First 1994 Supplemental Indenture (including any further
indenture or indentures supplemental to the Original Indenture
and any modification or alteration made as in the Original
Indenture provided) and of said bonds, has granted, bargained,
sold, released, conveyed, transferred, mortgaged, pledged, set
over and confirmed, and by these presents does grant, bargain,
sell, release, convey, assign, transfer, mortgage, pledge, set
over and confirm unto Bankers Trust Company, as Trustee, and to
its respective successor or successors in the trust hereby
created, and to its and their assigns, all the following
described properties of the Company, that is to say:
All property, real, personal and mixed, tangible and
intangible, and all franchises owned by the Company on the date
of the execution hereof, acquired since the execution of the
Fourth 1993 Supplemental Indenture (except any hereinafter
expressly excepted from the lien and operation of this First 1994
Supplemental Indenture).
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the
provisions of Section 63 of the Original Indenture) the tolls,
rents, revenues, issues, earnings, income, product and profits
thereof and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now
has or may hereafter acquire in and to the aforesaid property and
franchises and every part and parcel thereof.
Provided that, in addition to the reservations and
exceptions herein elsewhere contained, the following are not and
are not intended to be now or hereafter granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed hereunder and are hereby expressly excepted
from the lien and operation of the Original Indenture and this
First 1994 Supplemental Indenture, viz.: (1) cash, shares of
stock, and obligations (including bonds, notes and other
securities) not hereinafter or in the Original Indenture
specifically pledged, deposited or delivered hereunder or
thereunder or hereinafter or therein covenanted so to be; (2) any
goods, wares, merchandise, equipment, materials or supplies
acquired for the purpose of sale or resale in the usual course of
business or for consumption in the operation of any properties of
the Company and automobiles and trucks; (3) all judgments,
accounts, and choses in action, the proceeds of which the Company
is not obligated as hereinafter provided or as provided in the
Original Indenture to deposit with the Trustee hereunder and
thereunder; provided, however, that the property and rights
expressly excepted from the lien and operation of the Original
Indenture and this First 1994 Supplemental Indenture in the above
subdivisions (2) and (3) shall (to the extent permitted by law)
cease to be so excepted, in the event that the Trustee or a
receiver or trustee shall enter upon and take possession of the
mortgaged and pledged property in the manner provided in Article
XIV of the Original Indenture by reason of the occurrence of a
completed default, as defined in said Article XIV.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust;
SUBJECT, HOWEVER, to the reservations, exceptions,
conditions, limitations and restrictions contained in the several
deeds, leases, servitudes, franchises and contracts or other
instruments through which the Company acquired and/or claims
title to and/or enjoys the use of the aforesaid properties; and
subject also to encumbrances of the character defined in Section
6 of the Original Indenture as "excepted encumbrances" in so far
as the same may attach to any of the property embraced herein.
Inasmuch as the Company holds certain of said lands, rights
of way and other property under leases, power agreements and
other contracts which provide that the Company's interest therein
shall not be mortgaged without the consent of the respective
lessors or other parties to said agreements and contracts, and
such lessors and parties have either given such consent or have
waived the requirement of such consent, it is hereby expressly
agreed and made a condition upon which this First 1994
Supplemental Indenture is executed and delivered, that the lien
of this First 1994 Supplemental Indenture and the estate, rights
and remedies of the Trustee hereunder, and the rights and
remedies of the holders of the bonds secured hereby and by the
Original Indenture in so far as they may affect such lands,
rights of way and other property now held or to be hereafter
acquired by the Company under such leases, contracts or
agreements, shall be subject and subordinate in all respects to
the rights and remedies of the respective lessors or other
parties thereto.
And it is hereby expressly covenanted and agreed as follows:
(a) That the rights of the Trustee hereunder, and of
every person or corporation whatsoever claiming by reason of
this First 1994 Supplemental Indenture any right, title or
interest, legal or equitable, in the property covered by any
such lease, power agreement or other contract, are and at
all times hereafter shall be subject in the same manner and
degree as the rights of the Company might or would at all
times be subject, had this First 1994 Supplemental Indenture
not been made, to all terms, provisions, conditions,
covenants, stipulations, and agreements, and to all
exceptions, reservations, limitations, restrictions, and
forfeitures contained in any such lease, power agreement or
other contract;
(b) That any right, claim, condition or forfeiture
which might at any time be asserted against the party in
possession under the provisions of any such lease, power
agreement or other contract, had this First 1994
Supplemental Indenture not been made, may be asserted with
the same force and effect against any and all persons or
corporations at any time claiming any right, title or
interest in any such property under or by reason of this
First 1994 Supplemental Indenture or of any bond hereby and
by the Original Indenture secured; and
(c) That such consent or waiver of the requirement of
such consent given by the lessor under any such lease or
party to any such power agreement or other contract is
intended and shall be construed to be solely for the purpose
of permitting the Company to mortgage its property generally
without violating the express covenant contained in such
lease, power agreement or other contract, and that such
consent or waiver of the requirement of such consent confers
upon the Trustee hereunder and the holders of bonds secured
hereby and by the Original Indenture no rights in addition
to such as they would have had, respectively, if such
consent or waiver of the requirement of such consent had not
been given.
IN TRUST NEVERTHELESS, upon the terms and trusts in the
Original Indenture and this First 1994 Supplemental Indenture set
forth, for the equal and pro rata benefit and security of those
who shall hold the bonds and coupons issued and to be issued
hereunder and under the Original Indenture, in accordance with
the terms of the Original Indenture and of this First 1994
Supplemental Indenture, without preference, priority or
distinction as to lien of any of said bonds or coupons over any
other thereof by reason of priority in the time of issuance or
negotiation thereof, or otherwise howsoever, subject, however, to
the conditions, provisions and covenants set forth in the
Original Indenture and in this First 1994 Supplemental Indenture.
AND THIS INDENTURE FURTHER WITNESSETH:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and it
successors and assigns, hereby covenants and agrees to and with
the Trustee, and its successor or successors in such trust, under
the Original Indenture, as follows:
Section 1. The Original Indenture is hereby supplemented by
adding immediately after Section 20ZZ, a new Section 20AAA, as
follows:
SECTION 20AAA. The Company hereby creates a fifty-
fourth series of bonds to be issued under and secured by
this Indenture, to be designated and to be distinguished
from the bonds of all other series by the title "First
Mortgage Bonds, Designated Secured Medium Term Notes, 7.70%
Series due September 1, 2004" (herein sometimes referred to
as the "bonds of the 54th Series"). The form of the bonds
of the 54th Series shall be substantially as set forth in
Schedule I to the First 1994 Supplemental Indenture.
Bonds of the 54th Series shall mature on the date
specified in their title. Unless otherwise determined by
the Company, the bonds of the 54th Series shall be issued in
fully registered form without coupons in denominations of
$1,000 and in integral multiples thereof; the principal of
and premium (if any) and interest on each said bond to be
payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, in lawful money
of the United States of America, provided that at the option
of the Company interest may be mailed to registered owners
of the bonds at their respective addresses that appear on
the register thereof; and the rate of interest shall be the
rate per annum specified in the title thereof, payable semi-
annually on the first days of May and November of each year
(commencing November 1, 1994) and on their maturity date.
The person in whose name any bond of the 54th Series is
registered at the close of business on any record date (as
hereinbelow defined) with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption) shall be entitled to receive the interest
payable on such interest payment date notwithstanding the
cancellation of such bond of the 54th Series upon any
registration of transfer or exchange thereof (including any
exchange effected as an incident to a partial redemption
thereof) subsequent to the record date and prior to such
interest payment date, except, if and to the extent that the
Company shall default in the payment of the interest due on
such interest payment date, then the registered owners of
bonds of the 54th Series on such record date shall have no
further right to or claim in respect of such defaulted
interest as such registered owners on such record date, and
the persons entitled to receive payment of any defaulted
interest thereafter payable or paid on any bonds of the 54th
Series shall be the registered owners of such bonds of the
54th Series (or any bond or bonds issued, directly or after
intermediate transactions upon transfer or exchange or in
substitution thereof) on the date of payment of such
defaulted interest. Interest payable upon redemption or
maturity shall be payable to the person to whom the
principal is paid. The term "record date" as used in this
Section 20AAA, and in the form of the bonds of the 54th
Series, with respect to any regular semi-annual interest
payment date (other than interest payable upon redemption)
applicable to the bonds of the 54th Series, shall mean the
April 15 next preceding a May 1 interest payment date or the
October 15 next preceding a November 1 interest payment
date, as the case may be, or, if such April 15 or October 15
is not a Business Day (as defined hereinbelow), the next
preceding Business Day. The term "Business Day" with
respect to any bond of the 54th Series shall mean any day,
other than a Saturday or Sunday, which is not a day on which
banking institutions or trust companies in The City of New
York, New York or the city in which is located any office or
agency maintained for the payment of principal of or
premium, if any, or interest on such bond of the 54th Series
are authorized or required by law, regulation or executive
order to remain closed.
Every registered bond of the 54th Series shall be dated
the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting
of twelve 30-day months from its Issue Date or from the
latest semi-annual interest payment date to which interest
has been paid on the bonds of the 54th Series preceding the
Issue Date, unless such Issue Date be an interest payment
date to which interest is being paid on the bonds of the
54th Series, in which case it shall bear interest from its
Issue Date or unless the Issue Date be the record date for
the interest payment date first following the date of
original issuance of bonds of the 54th Series (the "Original
Issue Date"), or a date prior to such record date, then from
the Original Issue Date; provided that, so long as there is
no existing default in the payment of interest on said
bonds, the owner of any bond authenticated by the Corporate
Trustee between the record date for any regular semi-annual
interest payment date and such interest payment date shall
not be entitled to the payment of the interest due on such
interest payment date (other than interest payable upon
redemption) and shall have no claim against the Company with
respect thereto; provided further, that, if and to the
extent the Company shall default in the payment of the
interest due on such interest payment date, then any such
bond shall bear interest from the May 1 or November 1, as
the case may be, next preceding its Issue Date, to which
interest has been paid or, if the Company shall be in
default with respect to the interest payment date first
following the Original Issue Date, then from the Original
Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the 54th Series shall be executed on
behalf of the Company by its Chairman of the Board, by its
President or by one of its Vice Presidents or by one of its
officers designated by the Board of Directors of the Company
for such purpose, whose signature may be a facsimile, and
its corporate seal shall be thereunto affixed or printed
thereon and attested by its Secretary or one of its
Assistant Secretaries, and the provisions of the penultimate
sentence of said Section 14 shall be applicable to such
bonds of the 54th Series.
The bonds of the 54th Series are not redeemable prior
to their maturity.
The Company shall not be required to make transfers or
exchanges of bonds of the 54th Series for a period of
fifteen days next preceding any selection of bonds of the
54th Series to be redeemed or to make transfers or exchanges
of any bonds of the 54th Series designated in whole or in
part for redemption. Notwithstanding the provisions of
Section 12 of this Indenture, the Company shall not be
required to make transfers or exchanges of bonds of the 54th
Series for a period of fifteen days next preceding any
interest payment date.
Registered bonds of the 54th Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such
other office or agency of the Company as the Company may
from time to time designate, by the registered owners
thereof, in person or by duly authorized attorney, in the
manner and upon payment, if required by the Company, of the
charges prescribed in this Indenture. In the manner and
upon payment, if required by the Company, of the charges
prescribed in this Indenture, registered bonds of the 54th
Series may be exchanged for a like aggregate principal
amount of registered bonds of the 54th Series of other
authorized denominations, upon presentation and surrender
thereof, for cancellation, at the office or agency of the
Company in the Borough of Manhattan, The City of New York,
or at such other office or agency of the Company as the
Company may from time to time designate.
Section 2. Initial Issuance of the Bonds of the 54th Series:
In accordance with and upon compliance with such provisions
of the Original Indenture as shall be selected for such purpose
by the officers of the Company duly authorized to take such
action, bonds of the 54th Series, in an aggregate principal
amount not exceeding $21,000,000, shall forthwith be executed by
the Company and delivered to the Trustee and shall be
authenticated by the Trustee and delivered to or upon the order
of the Company (without awaiting the filing and recording of this
First 1994 Supplemental Indenture except to the extent required
by subdivision (10) of Section 29 of the Original Indenture).
Section 3. At any meeting of bondholders held as provided for
in Article XX of the Original Indenture at which owners of bonds
of the 54th Series are entitled to vote, all owners of bonds of
the 54th Series at the time of such meeting shall be entitled to
vote thereat; provided, however, that the Trustee may, and upon
request of the Company or of a majority of the bondowners of the
54th Series, shall, fix a day not exceeding ninety days preceding
the date for which the meeting is called as a record date for the
determination of owners of bonds of the 54th Series, entitled to
notice of and to vote at such meeting and any adjournment thereof
and only such registered owners who shall have been such
registered owners on the date so fixed, and who are entitled to
vote such bonds of the 54th Series at the meeting, shall be
entitled to receive notice of such meeting.
Section 4. As supplemented by this First 1994 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed and the Original Indenture and this First 1994
Supplemental Indenture shall be read, taken and construed as one
and the same instrument. The bonds of the 54th Series are the
original debt secured by this First 1994 Supplemental Indenture
and the Original Indenture, and this First 1994 Supplemental
Indenture and the Original Indenture shall be, and shall be
deemed to be, the original lien instrument securing the bonds of
the 54th Series.
Section 5. Nothing contained in this First 1994 Supplemental
Indenture shall, or shall be construed to, confer upon any person
other than the owners of bonds issued under the Original
Indenture and this First 1994 Supplemental Indenture, the Company
and the Trustee, any right to avail themselves of any benefit of
any provision of the Original Indenture or of this First 1994
Supplemental Indenture.
Section 6. This First 1994 Supplemental Indenture may be
simultaneously executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, APPALACHIAN POWER COMPANY, party of the
first part, has caused this instrument to be signed in its name
and behalf by its President, a Vice President or an Assistant
Treasurer, and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary, and BANKERS
TRUST COMPANY, party of the second part, in token of its
acceptance hereof, has caused this instrument to be signed in its
name and behalf by a Vice President or an Assistant Vice
President and its corporate seal to be hereunto affixed and
attested by its Secretary, an Assistant Secretary or an Assistant
Treasurer. Executed and delivered as of the date and year first
above written.
APPALACHIAN POWER COMPANY
[SEAL]
By: /s/ B. M. Barber
B. M. Barber
Assistant Treasurer
Attest:
/s/ Jeffrey D. Cross
Jeffrey D. Cross
Assistant Secretary
In the presence of:
/s/ T. G. Berkemeyer
T. G. Berkemeyer
/s/ A. A. Pena
A. A. Pena
BANKERS TRUST COMPANY
[SEAL]
By /s/ Robert Caporale
Robert Caporale
Vice President
Attest:
/s/ Scott Thiel
Scott Thiel
Assistant Treasurer
Executed by BANKERS TRUST COMPANY
in the presence of:
/s/ M. Waters
M. Waters
/s/ Denise Mitchell
Denise Mitchell
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
On this 22nd day of August, 1994, personally appeared before
me, a Notary Public within and for said County in the State
aforesaid, B. M. BARBER and JEFFREY D. CROSS, to me known and
known to me to be respectively an Assistant Treasurer and
Assistant Secretary of APPALACHIAN POWER COMPANY, one of the
corporations named in and which executed the foregoing
instrument, who severally acknowledged that they did sign and
seal said instrument as such Assistant Treasurer and Assistant
Secretary for and on behalf of said corporation and that the same
is their free act and deed as such Assistant Treasurer and
Assistant Secretary, respectively, and the free and corporate act
and deed of said corporation.
In Witness Whereof, I have hereunto set my hand and notarial
seal this 22nd day of August, 1994.
[Notarial Seal]
/s/ Mary M. Soltesz
MARY M. SOLTESZ
Notary Public, State of Ohio
My Commission Expires July 12, 1999
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I, PATRICIA M. CARILLO, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and
State aforesaid, hereby certify that on this 23rd day of August,
1994:
ROBERT CAPORALE and SCOTT THIEL, whose names are signed to
the writing above, bearing a date as of the 15th day of August,
1994, as Vice President and Assistant Treasurer, respectively, of
BANKERS TRUST COMPANY, have this day acknowledged the same before
me in my County aforesaid.
ROBERT CAPORALE, who signed the writing above and hereto
annexed for BANKERS TRUST COMPANY, a corporation, bearing a date
as of the 15th day of August, 1994, has this day in my said
County before me acknowledged the said writing to be the act and
deed of said corporation.
Before me appeared ROBERT CAPORALE and SCOTT THIEL to me
personally known, who, being by me duly sworn, did say that they
are Vice President and Assistant Treasurer, respectively, of
BANKERS TRUST COMPANY, and that the seal affixed to said
instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said
corporation, by authority of its Board of Directors and said
ROBERT CAPORALE acknowledged said instrument to be the free act
and deed of said corporation.
SCOTT THIEL personally came before me this day and
acknowledged that he is an Assistant Treasurer of BANKERS TRUST
COMPANY, a corporation, and that by authority duly given and as
the act of the corporation, the foregoing instrument was signed
in its name by an Assistant Treasurer, sealed with its corporate
seal, and attested by himself as an Assistant Treasurer.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County and State of New York, this 23rd day
of August, 1994.
/s/ Patricia M. Carillo
PATRICIA M. CARILLO
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate filed in New York
County
Commission expires May 31, 1995
[SEAL]
The foregoing instrument was prepared by Jeffrey D. Cross, 1
Riverside Plaza, Columbus, Ohio 43215.
SCHEDULE I
APPALACHIAN POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 7.70%
SERIES DUE SEPTEMBER 1, 2004
Bond No.
Original Issue Date: August 30, 1994
Principal Amount:
Semi-annual Interest Payment Dates: May 1 and November 1
Record Dates: April 15 and October 15
CUSIP No: 03774B AS2
APPALACHIAN POWER COMPANY, a corporation of the Commonwealth
of Virginia (hereinafter called the "Company"), for value
received, hereby promises to pay to ____________, or registered
assigns, the Principal Amount set forth above on the maturity
date specified in the title of this bond in lawful money of the
United States of America, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, and to pay to
the registered owner hereof interest on said sum from the date of
authentication of this bond (herein called the "Issue Date") or
latest semi-annual interest payment date to which interest has
been paid on the bonds of this series preceding the Issue Date,
unless the Issue Date be an interest payment date to which
interest is being paid, in which case from the Issue Date or
unless the Issue Date be the record date for the interest payment
date first following the Original Issue Date set forth above or a
date prior to such record date, then from the Original Issue Date
(or, if the Issue Date is between the record date for any
interest payment date and such interest payment date, then from
such interest payment date, provided, however, that if and to the
extent that the Company shall default in the payment of the
interest due on such interest payment date, then from the next
preceding semi-annual interest payment date to which interest has
been paid on the bonds of this series, or if such interest
payment date is the interest payment date first following the
Original Issue Date set forth above, then from the Original Issue
Date), until the principal hereof shall have become due and
payable, at the rate per annum specified in the title of this
bond, payable on May 1 and November 1 of each year (commencing
November 1, 1994) and on the maturity date specified in the title
of this bond; provided that, at the option of the Company, such
interest may be paid by check, mailed to the registered owner of
this bond at such owner's address appearing on the register
hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except in so far as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series and except as provided in Section 73 of the
Mortgage) by a Mortgage and Deed of Trust (herein, together with
all indentures supplemental thereto, called the Mortgage), dated
as of December 1, 1940, executed by APPALACHIAN ELECTRIC POWER
COMPANY (the corporate title of which was changed to APPALACHIAN
POWER COMPANY) to BANKERS TRUST COMPANY, as Trustee, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the
consent of the Company and to the extent permitted by and as
provided in the Mortgage, the rights and obligations of the
Company and/or of the holders of the bonds and/or coupons and/or
the terms and provisions of the Mortgage and/or of any
instruments supplemental thereto may be modified or altered by
affirmative vote of the holders of at least seventy-five per
centum (75%) in principal amount of the bonds affected by such
modification or alteration, then outstanding under the Mortgage
(excluding bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided
that, without the consent of the owner hereof no such
modification or alteration shall permit the extension of the
maturity of the principal of or interest on this bond or the
reduction in the rate of interest hereon or any other
modification in the terms of payment of such principal or
interest or the creation of a lien on the mortgaged and pledged
property ranking prior to or on a parity with the lien of the
Mortgage or the deprivation of the owner hereof of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.70% Series due September 1, 2004 (herein called
"bonds of the 54th Series") created by an Indenture Supplemental
to Mortgage and Deed of Trust dated as of August 15, 1994 (the
"First 1994 Supplemental Indenture"), as provided for in said
Mortgage.
The interest payable on any May 1 or November 1 (other than
interest payable upon redemption) will, subject to certain
exceptions provided in said First 1994 Supplemental Indenture, be
paid to the person in whose name this bond is registered at the
close of business on the record date, which shall be the April 15
or October 15, as the case may be, next preceding such interest
payment date, or, if such April 15 or October 15 is not a
Business Day (as hereinbelow defined), the next preceding
Business Day. Interest payable upon redemption or maturity shall
be payable to the person to whom the principal is paid. The term
"Business Day" means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust
companies in The City of New York, New York or the city in which
is located any office or agency maintained for the payment of
principal or premium, if any, or interest on bonds of the 54th
Series are authorized or required by law, regulation or executive
order to remain closed.
If any semi-annual interest payment date, redemption date or
the maturity date is not a Business Day, payment of amounts due
on such date may be made on the next succeeding Business Day,
and, if such payment is made or duly provided for on such
Business Day, no interest shall accrue on such amounts for the
period from and after such interest payment date, redemption date
or the maturity date, as the case may be, to such Business Day.
The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of
principal or (subject to the provisions hereof) interest hereon
and for all other purposes and the Company and the Trustee shall
not be affected by any notice to the contrary.
The Company shall not be required to make transfers or
exchanges of bonds of the 54th Series for a period of fifteen
days next preceding any interest payment date, or next preceding
any selection of bonds of the 54th Series to be redeemed, and the
Company shall not be required to make transfers or exchanges of
any bonds of the 54th Series designated for redemption in whole
or in part.
The bonds of the 54th Series are not redeemable by the
Company prior to their maturity.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
This bond is transferable as prescribed in the Mortgage by
the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, and at such other office or
agency of the Company as the Company may designate, upon
surrender and cancellation of this bond and upon payment, if the
Company shall require it, of the transfer charges prescribed in
the Mortgage, and, thereupon, a new registered bond or bonds of
authorized denominations of the same series for a like principal
amount will be issued to the transferee in exchange herefor as
provided in the Mortgage. In the manner and upon payment, if the
Company shall require it, of the charges prescribed in the
Mortgage, registered bonds of the 54th Series may be exchanged
for a like aggregate principal amount of registered bonds of
other authorized denominations of the same series, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan, The
City of New York, or at such other office or agency of the
Company as the Company may from time to time designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of
the Company or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule
of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators,
stockholders, officers and directors, as such, being waived and
released by the holder or owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the
Mortgage.
This bond shall not become valid or obligatory for any
purpose until BANKERS TRUST COMPANY, the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form
of Authentication Certificate endorsed hereon.
In Witness Whereof, Appalachian Power Company has caused
this bond to be executed in its name by the signature of its
Chairman of the Board, its President or one of its Vice
Presidents and its corporate seal, or a facsimile thereof, to be
impressed or imprinted hereon and attested by the signature of
its Secretary or one of its Assistant Secretaries.
Dated:
APPALACHIAN POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within Bond in
every particular without alteration or enlargement or
any change whatsoever.
<PAGE> Exhibit 4(e)
Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of December 1, 1940)
Executed by
APPALACHIAN POWER COMPANY
formerly Appalachian Electric Power Company
TO
BANKERS TRUST COMPANY,
As Trustee
Dated as of October 1, 1994
$50,000,000 First Mortgage Bonds,
Designated Secured Medium Term Notes,
7.85% Series due November 1, 2004
TABLE OF CONTENTS*
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS
Execution of Mortgage. . . . . . . . . . . . . . . . . . 1
Execution of supplemental indentures . . . . . . . . . . 1
Termination of Individual Trustee. . . . . . . . . . . . 1
Provision for issuance of bonds in one or more series. . 2
Right to execute supplemental indenture. . . . . . . . . 2
First Mortgage Bonds heretofore issued . . . . . . . . . 2
Issue of new First Mortgage Bonds of the 55th Series . . 3
Second 1994 Supplemental Indenture. . . . . . . . . . . . 3
Compliance with legal requirements . . . . . . . . . . . 3
GRANTING CLAUSES. . . . . . . . . . . . . . . . . . . . . . . 3
DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . . 4
APPURTENANCES, ETC. . . . . . . . . . . . . . . . . . . . . . 4
HABENDUM. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PRIOR LEASEHOLD ENCUMBRANCES. . . . . . . . . . . . . . . . . 5
GRANT IN TRUST. . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1. Supplement to Original Indenture by adding
Section 20BBB. . . . . . . . . . . . . . . . . 7
SECTION 2. Initial Issuance of the Bonds of the 55th Series. 10
SECTION 3. Provision for record date for meetings
of Bondholders . . . . . . . . . . . . . . . . 10
SECTION 4. Original Indenture and Second 1994 Supplemental
Indenture same instrument. . . . . . . . . . . 10
SECTION 5. Limitation of rights . . . . . . . . . . . . . . . 10
SECTION 6. Execution in counterparts . . . . . . . . . . . . 11
TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . 11
SIGNATURES AND SEALS. . . . . . . . . . . . . . . . . . . . . 11
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . 13
SCHEDULE I. . . . . . . . . . . . . . . . . . . . . . . . . . I-1
*The Table of Contents shall not be deemed to be any part of the
Indenture Supplemental to Mortgage and Deed of Trust.
SUPPLEMENTAL INDENTURE, dated as of the first day of October
in the year One Thousand Nine Hundred and Ninety-four, made and
entered into by and between APPALACHIAN POWER COMPANY, a
corporation of the Commonwealth of Virginia, the corporate title
of which was, prior to April 17, 1958, APPALACHIAN ELECTRIC POWER
COMPANY (hereinafter sometimes called the "Company"), a
transmitting utility (as such term is defined in Section 46-9-
105(1)(n) of the West Virginia Code), party of the first part,
and BANKERS TRUST COMPANY, a corporation of the State of New York
(hereinafter sometimes called the "Corporate Trustee" or
"Trustee"), as Trustee, party of the second part.
WHEREAS, the Company has heretofore executed and delivered
its Mortgage and Deed of Trust (hereinafter sometimes referred to
as the "Mortgage"), dated as of December 1, 1940, to the Trustee
for the security of all bonds of the Company outstanding
thereunder, and by said Mortgage conveyed to the Trustee, upon
certain trusts, terms and conditions, and with and subject to
certain provisos and covenants therein contained, all and
singular the property, rights and franchises which the Company
then owned or should thereafter acquire, excepting any property
expressly excepted by the terms of the Mortgage; and
WHEREAS, the Company has heretofore executed and delivered
to the Trustee supplements and indentures supplemental to the
Mortgage, dated as of December 1, 1943, December 2, 1946,
December 1, 1947, March 1, 1950, June 1, 1951, October 1, 1952,
December 1, 1953, March 1, 1957, May 1, 1958, October 2, 1961,
April 1, 1962, June 1, 1965, September 2, 1968, December 1, 1968,
October 1, 1969, June 1, 1970, October 1, 1970, September 1,
1971, February 1, 1972, December 1, 1972, July 1, 1973, March 1,
1974, April 1, 1975, May 1, 1975, December 1, 1975, April 1,
1976, September 1, 1976, November 1, 1977, May 1, 1979, August 1,
1979, February 1, 1980, November 1, 1980, April 1, 1982, October
1, 1983, February 1, 1987, September 1, 1987, November 1, 1989,
December 1, 1990, August 1, 1991, February 1, 1992, May 1, 1992,
August 1, 1992, November 15, 1992, April 15, 1993, May 15, 1993,
October 1, 1993, November 1, 1993 and August 15, 1994
(hereinafter referred to as the "First 1994 Supplemental
Indenture"), respectively, amending and supplementing the
Mortgage in certain respects (the Mortgage, as so amended and
supplemented, being hereinafter called the "Original Indenture")
and conveying to the Trustee, upon certain trusts, terms and
conditions, and with and subject to certain provisos and
covenants therein contained, certain property rights and property
therein described; and
WHEREAS, effective October 7, 1988, pursuant to Section 115
of the Original Indenture, the Individual Trustee resigned and
all powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title or interest in and to the trust
estate, and without appointment of a new trustee as successor to
the Individual Trustee, all the right, title and powers of the
Trustee thereupon devolved upon the Corporate Trustee and its
successors alone; and
WHEREAS, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further
provides that, with respect to each series, the rate or rates of
interest, the date or dates of maturity, the dates for the
payment of interest, the terms and rates of optional redemption,
and other terms and conditions not inconsistent with the Original
Indenture may be established, prior to the issue of bonds of such
series, by an indenture supplemental to the Original Indenture;
and
WHEREAS, Section 132 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to
or in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any
ambiguity or correct or supplement any defective or inconsistent
provisions contained in the Original Indenture or in any
indenture supplemental to the Original Indenture, by an
instrument in writing, executed and acknowledged, and that the
Trustee is authorized to join with the Company in the execution
of any such instrument or instruments; and
WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage, as amended and supplemented
as of the respective dates thereof, bonds of the series (which
are outstanding), entitled and designated as hereinafter set
forth, in the respective original aggregate principal amounts
indicated:
Series Amount
First Mortgage Bonds, 7-1/2% Series due 1998. . . $45,000,000
First Mortgage Bonds, 7.00% Series due 1999. . . 30,000,000
First Mortgage Bonds, 7-5/8% Series due 2002. . . 50,000,000
First Mortgage Bonds, 7.95% Series due 2002. . . 60,000,000
First Mortgage Bonds, 7.38% Series due 2002. . . 50,000,000
First Mortgage Bonds, 7.40% Series due 2002. . . 30,000,000
First Mortgage Bonds, 7-1/2% Series due 2002. . . 70,000,000
First Mortgage Bonds, 6.65% Series due 2003. . . 40,000,000
First Mortgage Bonds, 6.85% Series due 2003. . . 30,000,000
First Mortgage Bonds, 6.00% Series due 2003. . . 30,000,000
First Mortgage Bonds, 7.70% Series due 2004. . . 21,000,000
First Mortgage Bonds, 9-1/8% Series due 2019. . . 50,000,000
First Mortgage Bonds, 9-7/8% Series due 2020. . . 50,000,000
First Mortgage Bonds, 9.35% Series due 2021. . . 50,000,000
First Mortgage Bonds, 8.75% Series due 2022. . . 50,000,000
First Mortgage Bonds, 8.70% Series due 2022. . . 40,000,000
First Mortgage Bonds, 8.43% Series due 2022. . . 50,000,000
First Mortgage Bonds, 8.50% Series due 2022. . . 70,000,000
First Mortgage Bonds, 7.80% Series due 2023. . . 40,000,000
First Mortgage Bonds, 7.90% Series due 2023. . . 30,000,000
First Mortgage Bonds, 7.15% Series due 2023. . . 30,000,000
First Mortgage Bonds, 7.125% Series due 2024. . . 50,000,000
and
WHEREAS, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original
Indenture to be designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 7.85% Series due November 1, 2004"
(hereinafter sometimes referred to as the "bonds of the 55th
Series"); and
WHEREAS, each of the bonds of the 55th Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"Second 1994 Supplemental Indenture"); and
WHEREAS, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture, in the form hereof, for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make
this Second 1994 Supplemental Indenture a valid, binding and
legal instrument in accordance with its terms, have been done,
performed and fulfilled, and the execution and delivery thereof
have been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That Appalachian Power Company, in consideration of the
premises and of the purchase and acceptance of the bonds by the
holders thereof and of the sum of One Dollar ($1.00) and other
good and valuable consideration paid to it by the Trustee at or
before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in order to secure the
payment of both the principal of and interest and premium, if
any, on the bonds from time to time issued under and secured by
the Original Indenture and this Second 1994 Supplemental
Indenture, according to their tenor and effect, and the
performance of all the provisions of the Original Indenture and
this Second 1994 Supplemental Indenture (including any further
indenture or indentures supplemental to the Original Indenture
and any modification or alteration made as in the Original
Indenture provided) and of said bonds, has granted, bargained,
sold, released, conveyed, transferred, mortgaged, pledged, set
over and confirmed, and by these presents does grant, bargain,
sell, release, convey, assign, transfer, mortgage, pledge, set
over and confirm unto Bankers Trust Company, as Trustee, and to
its respective successor or successors in the trust hereby
created, and to its and their assigns, all the following
described properties of the Company, that is to say:
All property, real, personal and mixed, tangible and
intangible, and all franchises owned by the Company on the date
of the execution hereof, acquired since the execution of the
First 1994 Supplemental Indenture (except any hereinafter
expressly excepted from the lien and operation of this Second
1994 Supplemental Indenture).
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the
provisions of Section 63 of the Original Indenture) the tolls,
rents, revenues, issues, earnings, income, product and profits
thereof and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now
has or may hereafter acquire in and to the aforesaid property and
franchises and every part and parcel thereof.
Provided that, in addition to the reservations and
exceptions herein elsewhere contained, the following are not and
are not intended to be now or hereafter granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed hereunder and are hereby expressly excepted
from the lien and operation of the Original Indenture and this
Second 1994 Supplemental Indenture, viz.: (1) cash, shares of
stock, and obligations (including bonds, notes and other
securities) not hereinafter or in the Original Indenture
specifically pledged, deposited or delivered hereunder or
thereunder or hereinafter or therein covenanted so to be; (2) any
goods, wares, merchandise, equipment, materials or supplies
acquired for the purpose of sale or resale in the usual course of
business or for consumption in the operation of any properties of
the Company and automobiles and trucks; (3) all judgments,
accounts, and choses in action, the proceeds of which the Company
is not obligated as hereinafter provided or as provided in the
Original Indenture to deposit with the Trustee hereunder and
thereunder; provided, however, that the property and rights
expressly excepted from the lien and operation of the Original
Indenture and this Second 1994 Supplemental Indenture in the
above subdivisions (2) and (3) shall (to the extent permitted by
law) cease to be so excepted, in the event that the Trustee or a
receiver or trustee shall enter upon and take possession of the
mortgaged and pledged property in the manner provided in Article
XIV of the Original Indenture by reason of the occurrence of a
completed default, as defined in said Article XIV.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust;
SUBJECT, HOWEVER, to the reservations, exceptions,
conditions, limitations and restrictions contained in the several
deeds, leases, servitudes, franchises and contracts or other
instruments through which the Company acquired and/or claims
title to and/or enjoys the use of the aforesaid properties; and
subject also to encumbrances of the character defined in Section
6 of the Original Indenture as "excepted encumbrances" in so far
as the same may attach to any of the property embraced herein.
Inasmuch as the Company holds certain of said lands, rights
of way and other property under leases, power agreements and
other contracts which provide that the Company's interest therein
shall not be mortgaged without the consent of the respective
lessors or other parties to said agreements and contracts, and
such lessors and parties have either given such consent or have
waived the requirement of such consent, it is hereby expressly
agreed and made a condition upon which this Second 1994
Supplemental Indenture is executed and delivered, that the lien
of this Second 1994 Supplemental Indenture and the estate, rights
and remedies of the Trustee hereunder, and the rights and
remedies of the holders of the bonds secured hereby and by the
Original Indenture in so far as they may affect such lands,
rights of way and other property now held or to be hereafter
acquired by the Company under such leases, contracts or
agreements, shall be subject and subordinate in all respects to
the rights and remedies of the respective lessors or other
parties thereto.
And it is hereby expressly covenanted and agreed as follows:
(a) That the rights of the Trustee hereunder, and of
every person or corporation whatsoever claiming by reason of
this Second 1994 Supplemental Indenture any right, title or
interest, legal or equitable, in the property covered by any
such lease, power agreement or other contract, are and at
all times hereafter shall be subject in the same manner and
degree as the rights of the Company might or would at all
times be subject, had this Second 1994 Supplemental
Indenture not been made, to all terms, provisions,
conditions, covenants, stipulations, and agreements, and to
all exceptions, reservations, limitations, restrictions, and
forfeitures contained in any such lease, power agreement or
other contract;
(b) That any right, claim, condition or forfeiture
which might at any time be asserted against the party in
possession under the provisions of any such lease, power
agreement or other contract, had this Second 1994
Supplemental Indenture not been made, may be asserted with
the same force and effect against any and all persons or
corporations at any time claiming any right, title or
interest in any such property under or by reason of this
Second 1994 Supplemental Indenture or of any bond hereby and
by the Original Indenture secured; and
(c) That such consent or waiver of the requirement of
such consent given by the lessor under any such lease or
party to any such power agreement or other contract is
intended and shall be construed to be solely for the purpose
of permitting the Company to mortgage its property generally
without violating the express covenant contained in such
lease, power agreement or other contract, and that such
consent or waiver of the requirement of such consent confers
upon the Trustee hereunder and the holders of bonds secured
hereby and by the Original Indenture no rights in addition
to such as they would have had, respectively, if such
consent or waiver of the requirement of such consent had not
been given.
IN TRUST NEVERTHELESS, upon the terms and trusts in the
Original Indenture and this Second 1994 Supplemental Indenture
set forth, for the equal and pro rata benefit and security of
those who shall hold the bonds and coupons issued and to be
issued hereunder and under the Original Indenture, in accordance
with the terms of the Original Indenture and of this Second 1994
Supplemental Indenture, without preference, priority or
distinction as to lien of any of said bonds or coupons over any
other thereof by reason of priority in the time of issuance or
negotiation thereof, or otherwise howsoever, subject, however, to
the conditions, provisions and covenants set forth in the
Original Indenture and in this Second 1994 Supplemental
Indenture.
AND THIS INDENTURE FURTHER WITNESSETH:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and it
successors and assigns, hereby covenants and agrees to and with
the Trustee, and its successor or successors in such trust, under
the Original Indenture, as follows:
Section 1. The Original Indenture is hereby supplemented by
adding immediately after Section 20AAA, a new Section 20BBB, as
follows:
SECTION 20BBB. The Company hereby creates a fifty-
fifth series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage
Bonds, Designated Secured Medium Term Notes, 7.85% Series
due November 1, 2004" (herein sometimes referred to as the
"bonds of the 55th Series"). The form of the bonds of the
55th Series shall be substantially as set forth in Schedule
I to the Second 1994 Supplemental Indenture.
Bonds of the 55th Series shall mature on the date
specified in their title. Unless otherwise determined by
the Company, the bonds of the 55th Series shall be issued in
fully registered form without coupons in denominations of
$1,000 and in integral multiples thereof; the principal of
and premium (if any) and interest on each said bond to be
payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, in lawful money
of the United States of America, provided that at the option
of the Company interest may be mailed to registered owners
of the bonds at their respective addresses that appear on
the register thereof; and the rate of interest shall be the
rate per annum specified in the title thereof, payable semi-
annually on the first days of May and November of each year
(commencing May 1, 1995) and on their maturity date.
The person in whose name any bond of the 55th Series is
registered at the close of business on any record date (as
hereinbelow defined) with respect to any regular semi-annual
interest payment date (other than interest payable upon
repayment or maturity) shall be entitled to receive the
interest payable on such interest payment date
notwithstanding the cancellation of such bond of the 55th
Series upon any registration of transfer or exchange thereof
(including any exchange effected as an incident to a partial
repayment thereof) subsequent to the record date and prior
to such interest payment date, except, if and to the extent
that the Company shall default in the payment of the
interest due on such interest payment date, then the
registered owners of bonds of the 55th Series on such record
date shall have no further right to or claim in respect of
such defaulted interest as such registered owners on such
record date, and the persons entitled to receive payment of
any defaulted interest thereafter payable or paid on any
bonds of the 55th Series shall be the registered owners of
such bonds of the 55th Series (or any bond or bonds issued,
directly or after intermediate transactions upon transfer or
exchange or in substitution thereof) on the date of payment
of such defaulted interest. Interest payable upon repayment
or maturity shall be payable to the person to whom the
principal is paid. The term "record date" as used in this
Section 20BBB, and in the form of the bonds of the 55th
Series, with respect to any regular semi-annual interest
payment date (other than interest payable upon repayment or
maturity) applicable to the bonds of the 55th Series, shall
mean the April 15 next preceding a May 1 interest payment
date or the October 15 next preceding a November 1 interest
payment date, as the case may be, or, if such April 15 or
October 15 is not a Business Day (as defined hereinbelow),
the next preceding Business Day. The term "Business Day"
with respect to any bond of the 55th Series shall mean any
day, other than a Saturday or Sunday, which is not a day on
which banking institutions or trust companies in The City of
New York, New York or the city in which is located any
office or agency maintained for the payment of principal of
or premium, if any, or interest on such bond of the 55th
Series are authorized or required by law, regulation or
executive order to remain closed.
Every registered bond of the 55th Series shall be dated
the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting
of twelve 30-day months from its Issue Date or from the
latest semi-annual interest payment date to which interest
has been paid on the bonds of the 55th Series preceding the
Issue Date, unless such Issue Date be an interest payment
date to which interest is being paid on the bonds of the
55th Series, in which case it shall bear interest from its
Issue Date or unless the Issue Date be the record date for
the interest payment date first following the date of
original issuance of bonds of the 55th Series (the "Original
Issue Date"), or a date prior to such record date, then from
the Original Issue Date; provided that, so long as there is
no existing default in the payment of interest on said
bonds, the owner of any bond authenticated by the Corporate
Trustee between the record date for any regular semi-annual
interest payment date and such interest payment date shall
not be entitled to the payment of the interest due on such
interest payment date (other than interest payable upon
repayment or maturity) and shall have no claim against the
Company with respect thereto; provided further, that, if and
to the extent the Company shall default in the payment of
the interest due on such interest payment date, then any
such bond shall bear interest from the May 1 or November 1,
as the case may be, next preceding its Issue Date, to which
interest has been paid or, if the Company shall be in
default with respect to the interest payment date first
following the Original Issue Date, then from the Original
Issue Date.
If any semi-annual interest payment date or the
repayment date or maturity date is not a Business Day,
payment of amounts due on such date may be made on the next
succeeding Business Day, and, if such payment is made or
duly provided for on such Business Day, no interest shall
accrue on such amounts for the period from and after such
interest payment date or the repayment date or maturity
date, as the case may be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the 55th Series shall be executed on
behalf of the Company by its Chairman of the Board, by its
President or by one of its Vice Presidents or by one of its
officers designated by the Board of Directors of the Company
for such purpose, whose signature may be a facsimile, and
its corporate seal shall be thereunto affixed or printed
thereon and attested by its Secretary or one of its
Assistant Secretaries, and the provisions of the penultimate
sentence of said Section 14 shall be applicable to such
bonds of the 55th Series.
The bonds of the 55th Series are not redeemable prior
to their maturity.
The bonds of the 55th Series are subject to repayment
on November 1, 1999 at the option of the holder as set forth
in the form of bond contained in Schedule I to the Second
1994 Supplemental Indenture.
Notwithstanding the provisions of Section 12 of this
Indenture, the Company shall not be required to make
transfers or exchanges of bonds of the 55th Series for a
period of fifteen days next preceding any interest payment
date.
Registered bonds of the 55th Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such
other office or agency of the Company as the Company may
from time to time designate, by the registered owners
thereof, in person or by duly authorized attorney, in the
manner and upon payment, if required by the Company, of the
charges prescribed in this Indenture. In the manner and
upon payment, if required by the Company, of the charges
prescribed in this Indenture, registered bonds of the 55th
Series may be exchanged for a like aggregate principal
amount of registered bonds of the 55th Series of other
authorized denominations, upon presentation and surrender
thereof, for cancellation, at the office or agency of the
Company in the Borough of Manhattan, The City of New York,
or at such other office or agency of the Company as the
Company may from time to time designate.
Section 2. Initial Issuance of the Bonds of the 55th Series:
In accordance with and upon compliance with such provisions
of the Original Indenture as shall be selected for such purpose
by the officers of the Company duly authorized to take such
action, bonds of the 55th Series, in an aggregate principal
amount not exceeding $50,000,000, shall forthwith be executed by
the Company and delivered to the Trustee and shall be
authenticated by the Trustee and delivered to or upon the order
of the Company (without awaiting the filing and recording of this
Second 1994 Supplemental Indenture except to the extent required
by subdivision (10) of Section 29 of the Original Indenture).
Section 3. At any meeting of bondholders held as provided for
in Article XX of the Original Indenture at which owners of bonds
of the 55th Series are entitled to vote, all owners of bonds of
the 55th Series at the time of such meeting shall be entitled to
vote thereat; provided, however, that the Trustee may, and upon
request of the Company or of a majority of the bondowners of the
55th Series, shall, fix a day not exceeding ninety days preceding
the date for which the meeting is called as a record date for the
determination of owners of bonds of the 55th Series, entitled to
notice of and to vote at such meeting and any adjournment thereof
and only such registered owners who shall have been such
registered owners on the date so fixed, and who are entitled to
vote such bonds of the 55th Series at the meeting, shall be
entitled to receive notice of such meeting.
Section 4. As supplemented by this Second 1994 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed and the Original Indenture and this Second 1994
Supplemental Indenture shall be read, taken and construed as one
and the same instrument. The bonds of the 55th Series are the
original debt secured by this Second 1994 Supplemental Indenture
and the Original Indenture, and this Second 1994 Supplemental
Indenture and the Original Indenture shall be, and shall be
deemed to be, the original lien instrument securing the bonds of
the 55th Series.
Section 5. Nothing contained in this Second 1994 Supplemental
Indenture shall, or shall be construed to, confer upon any person
other than the owners of bonds issued under the Original
Indenture and this Second 1994 Supplemental Indenture, the
Company and the Trustee, any right to avail themselves of any
benefit of any provision of the Original Indenture or of this
Second 1994 Supplemental Indenture.
Section 6. This Second 1994 Supplemental Indenture may be
simultaneously executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, APPALACHIAN POWER COMPANY, party of the
first part, has caused this instrument to be signed in its name
and behalf by its President, a Vice President or an Assistant
Treasurer, and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary, and BANKERS
TRUST COMPANY, party of the second part, in token of its
acceptance hereof, has caused this instrument to be signed in its
name and behalf by a Vice President or an Assistant Vice
President and its corporate seal to be hereunto affixed and
attested by its Secretary, an Assistant Secretary, Assistant
Treasurer or Assistant Vice President. Executed and delivered as
of the date and year first above written.
APPALACHIAN POWER COMPANY
[SEAL]
By: /s/ B. M. Barber
B. M. Barber
Assistant Treasurer
Attest:
/s/ Jeffrey D. Cross
Jeffrey D. Cross
Assistant Secretary
In the presence of:
/s/ T. G. Berkemeyer
T. G. Berkemeyer
/s/ A. A. Pena
A. A. Pena
BANKERS TRUST COMPANY
[SEAL]
By /s/ Robert Caporale
Robert Caporale
Vice President
Attest:
/s/ M. Lisa Morrone
M. Lisa Morrone
Assistant Vice President
Executed by BANKERS TRUST COMPANY
in the presence of:
/s/ M. Waters
M. Waters
/s/ K. O'Brien
K. O'Brien
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
On this 13th day of October, 1994, personally appeared
before me, a Notary Public within and for said County in the
State aforesaid, B. M. BARBER and JEFFREY D. CROSS, to me known
and known to me to be respectively an Assistant Treasurer and
Assistant Secretary of APPALACHIAN POWER COMPANY, one of the
corporations named in and which executed the foregoing
instrument, who severally acknowledged that they did sign and
seal said instrument as such Assistant Treasurer and Assistant
Secretary for and on behalf of said corporation and that the same
is their free act and deed as such Assistant Treasurer and
Assistant Secretary, respectively, and the free and corporate act
and deed of said corporation.
In Witness Whereof, I have hereunto set my hand and notarial
seal this 13th day of October, 1994.
[Notarial Seal]
/s/ Mary M. Soltesz
MARY M. SOLTESZ
Notary Public, State of Ohio
My Commission Expires July 12, 1999
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I, PATRICIA M. CARILLO, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and
State aforesaid, hereby certify that on this 14th day of October,
1994:
ROBERT CAPORALE and M. LISA MORRONE, whose names are signed
to the writing above, bearing a date as of the 1st day of
October, 1994, as Vice President and Assistant Vice President,
respectively, of BANKERS TRUST COMPANY, have this day
acknowledged the same before me in my County aforesaid.
ROBERT CAPORALE, who signed the writing above and hereto
annexed for BANKERS TRUST COMPANY, a corporation, bearing a date
as of the 1st day of October, 1994, has this day in my said
County before me acknowledged the said writing to be the act and
deed of said corporation.
Before me appeared ROBERT CAPORALE and M. LISA MORRONE to me
personally known, who, being by me duly sworn, did say that they
are Vice President and Assistant Vice President, respectively, of
BANKERS TRUST COMPANY, and that the seal affixed to said
instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said
corporation, by authority of its Board of Directors and said
ROBERT CAPORALE acknowledged said instrument to be the free act
and deed of said corporation.
M. LISA MORRONE personally came before me this day and
acknowledged that she is an Assistant Vice President of BANKERS
TRUST COMPANY, a corporation, and that by authority duly given
and as the act of the corporation, the foregoing instrument was
signed in its name by an Assistant Vice President, sealed with
its corporate seal, and attested by herself as an Assistant Vice
President.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County and State of New York, this 14th day
of October, 1994.
/s/ Patricia M. Carillo
PATRICIA M. CARILLO
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate filed in New York
County
Commission expires May 31, 1995
[SEAL]
The foregoing instrument was prepared by Jeffrey D. Cross, 1
Riverside Plaza, Columbus, Ohio 43215.
SCHEDULE I
APPALACHIAN POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 7.85%
SERIES DUE NOVEMBER 1, 2004
Bond No.
Original Issue Date: October 21, 1994
Principal Amount:
Semi-annual Interest Payment Dates: May 1 and November 1
Record Dates: April 15 and October 15
CUSIP No: 03774B AT0
APPALACHIAN POWER COMPANY, a corporation of the Commonwealth
of Virginia (hereinafter called the "Company"), for value
received, hereby promises to pay to ____________, or registered
assigns, the Principal Amount set forth above on the maturity
date specified in the title of this bond in lawful money of the
United States of America, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, and to pay to
the registered owner hereof interest on said sum from the date of
authentication of this bond (herein called the "Issue Date") or
latest semi-annual interest payment date to which interest has
been paid on the bonds of this series preceding the Issue Date,
unless the Issue Date be an interest payment date to which
interest is being paid, in which case from the Issue Date or
unless the Issue Date be the record date for the interest payment
date first following the Original Issue Date set forth above or a
date prior to such record date, then from the Original Issue Date
(or, if the Issue Date is between the record date for any
interest payment date and such interest payment date, then from
such interest payment date, provided, however, that if and to the
extent that the Company shall default in the payment of the
interest due on such interest payment date, then from the next
preceding semi-annual interest payment date to which interest has
been paid on the bonds of this series, or if such interest
payment date is the interest payment date first following the
Original Issue Date set forth above, then from the Original Issue
Date), until the principal hereof shall have become due and
payable, at the rate per annum specified in the title of this
bond, payable on May 1 and November 1 of each year (commencing
May 1, 1995) and on the maturity date specified in the title of
this bond; provided that, at the option of the Company, such
interest may be paid by check, mailed to the registered owner of
this bond at such owner's address appearing on the register
hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except in so far as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series and except as provided in Section 73 of the
Mortgage) by a Mortgage and Deed of Trust (herein, together with
all indentures supplemental thereto, called the Mortgage), dated
as of December 1, 1940, executed by APPALACHIAN ELECTRIC POWER
COMPANY (the corporate title of which was changed to APPALACHIAN
POWER COMPANY) to BANKERS TRUST COMPANY, as Trustee, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the
consent of the Company and to the extent permitted by and as
provided in the Mortgage, the rights and obligations of the
Company and/or of the holders of the bonds and/or coupons and/or
the terms and provisions of the Mortgage and/or of any
instruments supplemental thereto may be modified or altered by
affirmative vote of the holders of at least seventy-five per
centum (75%) in principal amount of the bonds affected by such
modification or alteration, then outstanding under the Mortgage
(excluding bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided
that, without the consent of the owner hereof no such
modification or alteration shall permit the extension of the
maturity of the principal of or interest on this bond or the
reduction in the rate of interest hereon or any other
modification in the terms of payment of such principal or
interest or the creation of a lien on the mortgaged and pledged
property ranking prior to or on a parity with the lien of the
Mortgage or the deprivation of the owner hereof of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.85% Series due November 1, 2004 (herein called
"bonds of the 55th Series") created by an Indenture Supplemental
to Mortgage and Deed of Trust dated as of October 1, 1994 (the
"Second 1994 Supplemental Indenture"), as provided for in said
Mortgage.
The interest payable on any May 1 or November 1 (other than
interest payable upon repayment or maturity) will, subject to
certain exceptions provided in said Second 1994 Supplemental
Indenture, be paid to the person in whose name this bond is
registered at the close of business on the record date, which
shall be the April 15 or October 15, as the case may be, next
preceding such interest payment date, or, if such April 15 or
October 15 is not a Business Day (as hereinbelow defined), the
next preceding Business Day. Interest payable upon repayment or
maturity shall be payable to the person to whom the principal is
paid. The term "Business Day" means any day, other than a
Saturday or Sunday, which is not a day on which banking
institutions or trust companies in The City of New York, New York
or the city in which is located any office or agency maintained
for the payment of principal or premium, if any, or interest on
bonds of the 55th Series are authorized or required by law,
regulation or executive order to remain closed.
If any semi-annual interest payment date or the repayment
date or maturity date is not a Business Day, payment of amounts
due on such date may be made on the next succeeding Business Day,
and, if such payment is made or duly provided for on such
Business Day, no interest shall accrue on such amounts for the
period from and after such interest payment date or the repayment
date or maturity date, as the case may be, to such Business Day.
The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of
principal or (subject to the provisions hereof) interest hereon
and for all other purposes and the Company and the Trustee shall
not be affected by any notice to the contrary.
The Company shall not be required to make transfers or
exchanges of bonds of the 55th Series for a period of fifteen
days next preceding any interest payment date.
The bonds of the 55th Series are not redeemable by the
Company prior to their maturity.
This bond is repayable on November 1, 1999, at the option of
the registered owner or owners hereof, at 100% of its principal
amount together with accrued and unpaid interest payable to the
date of repayment. The repayment option may be exercised by the
registered owner or owners of this bond for less than the entire
principal amount of this bond, provided the principal amount
which is to be repaid to such holder is equal to $1,000 or an
integral multiple of $1,000. Such election by the registered
owner or owners to tender this bond for repayment will be
irrevocable. The Company must receive at the office or agency of
the Company in the Borough of Manhattan, The City of New York, or
at such other office or agency of the Company as the Company may
designate, during the period from and including September 1, 1999
to and including October 1, 1999 or, if October 1, 1999 is not a
Business Day, the next succeeding Business Day, the bond to be
repaid with the form entitled "Option to Elect Repayment" below
duly completed. All questions as to the validity, eligibility
(including time of receipt) and acceptance of any bond for
repayment will be determined by the Company, whose determination
shall be final and binding.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
This bond is transferable as prescribed in the Mortgage by
the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, and at such other office or
agency of the Company as the Company may designate, upon
surrender and cancellation of this bond and upon payment, if the
Company shall require it, of the transfer charges prescribed in
the Mortgage, and, thereupon, a new registered bond or bonds of
authorized denominations of the same series for a like principal
amount will be issued to the transferee in exchange herefor as
provided in the Mortgage. In the manner and upon payment, if the
Company shall require it, of the charges prescribed in the
Mortgage, registered bonds of the 55th Series may be exchanged
for a like aggregate principal amount of registered bonds of
other authorized denominations of the same series, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan, The
City of New York, or at such other office or agency of the
Company as the Company may from time to time designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of
the Company or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule
of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators,
stockholders, officers and directors, as such, being waived and
released by the holder or owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the
Mortgage.
This bond shall not become valid or obligatory for any
purpose until BANKERS TRUST COMPANY, the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form
of Authentication Certificate endorsed hereon.
In Witness Whereof, Appalachian Power Company has caused
this bond to be executed in its name by the signature of its
Chairman of the Board, its President or one of its Vice
Presidents and its corporate seal, or a facsimile thereof, to be
impressed or imprinted hereon and attested by the signature of
its Secretary or one of its Assistant Secretaries.
Dated:
APPALACHIAN POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within Bond in
every particular without alteration or enlargement or
any change whatsoever.
[FORM OF OPTION TO ELECT REPAYMENT]
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs
the Company to repay the First Mortgage Bond, Designated Secured
Medium Term Note, 7.85% Series due November 1, 2004, Bond No.
______, in the principal amount of $____________, of Appalachian
Power Company (or portion thereof specified below) pursuant to
its terms at a price equal to the principal amount thereof,
together with accrued and unpaid interest to the repayment date,
to the undersigned, at
_________________________________________________________________
__
_________________________________________________________________
__ (Please Print or Typewrite Name, Address and
Tax Identification Number of the Undersigned)
If less than the entire principal amount of the bond is to
be repaid, specify the portion thereof (which shall be $1,000 or
an integral multiple of $1,000) which the holder elects to have
repaid: $____________. Specify the denomination or
denominations (which shall be $1,000 or an integral multiple of
$1,000 in excess of $1,000) of the bond or bonds to be issued to
the registered owner or owners for the amount of the portion of
the bond not being repaid (in the absence of any such
specification, one such bond will be issued for the portion not
being repaid): $____________.
_________________________
Signature
NOTICE: The signature on this Option to Elect Repayment must
correspond with the name as written upon the face of the bond in
every particular without alteration or enlargement or any other
change. The undersigned also must furnish any required
certifications for federal or state tax purposes.
<PAGE> Exhibit 4(f)
Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of December 1, 1940)
Executed by
APPALACHIAN POWER COMPANY
formerly Appalachian Electric Power Company
TO
BANKERS TRUST COMPANY,
As Trustee
Dated as of March 1, 1995
$50,000,000 First Mortgage Bonds,
Designated Secured Medium Term Notes,
8.00% Series due May 1, 2005
TABLE OF CONTENTS
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS
Execution of Mortgage. . . . . . . . . . . . . . . . . . 1
Execution of supplemental indentures . . . . . . . . . . 1
Termination of Individual Trustee. . . . . . . . . . . . 1
Provision for issuance of bonds in one or more series. . 2
Right to execute supplemental indenture. . . . . . . . . 2
First Mortgage Bonds heretofore issued . . . . . . . . . 2
Issue of new First Mortgage Bonds of the 56th Series . . 3
First 1995 Supplemental Indenture . . . . . . . . . . . . 3
Compliance with legal requirements . . . . . . . . . . . 4
GRANTING CLAUSES. . . . . . . . . . . . . . . . . . . . . . . 4
DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . . 4
APPURTENANCES, ETC. . . . . . . . . . . . . . . . . . . . . . 4
HABENDUM. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PRIOR LEASEHOLD ENCUMBRANCES. . . . . . . . . . . . . . . . . 5
GRANT IN TRUST. . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1. Supplement to Original Indenture by adding
Section 20CCC. . . . . . . . . . . . . . . . . 7
SECTION 2. Initial Issuance of the Bonds of the 56th Series. 9
SECTION 3. Provision for record date for meetings
of Bondholders . . . . . . . . . . . . . . . . 10
SECTION 4. Original Indenture and First 1995 Supplemental
Indenture same instrument. . . . . . . . . . . 10
SECTION 5. Limitation of rights. . . . . . . . . . . . . . . 10
SECTION 6. Execution in counterparts . . . . . . . . . . . . 10
TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . 11
SIGNATURES AND SEALS. . . . . . . . . . . . . . . . . . . . . 11
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . 13
SCHEDULE I. . . . . . . . . . . . . . . . . . . . . . . . . . I-1
*The Table of Contents shall not be deemed to be any part of the
Indenture Supplemental to Mortgage and Deed of Trust.
SUPPLEMENTAL INDENTURE, dated as of the first day of March
in the year One Thousand Nine Hundred and Ninety-five, made and
entered into by and between APPALACHIAN POWER COMPANY, a
corporation of the Commonwealth of Virginia, the corporate title
of which was, prior to April 17, 1958, APPALACHIAN ELECTRIC POWER
COMPANY (hereinafter sometimes called the "Company"), a
transmitting utility (as such term is defined in Section 46-9-
105(1)(n) of the West Virginia Code), party of the first part,
and BANKERS TRUST COMPANY, a corporation of the State of New York
(hereinafter sometimes called the "Corporate Trustee" or
"Trustee"), as Trustee, party of the second part.
WHEREAS, the Company has heretofore executed and delivered
its Mortgage and Deed of Trust (hereinafter sometimes referred to
as the "Mortgage"), dated as of December 1, 1940, to the Trustee
for the security of all bonds of the Company outstanding
thereunder, and by said Mortgage conveyed to the Trustee, upon
certain trusts, terms and conditions, and with and subject to
certain provisos and covenants therein contained, all and
singular the property, rights and franchises which the Company
then owned or should thereafter acquire, excepting any property
expressly excepted by the terms of the Mortgage; and
WHEREAS, the Company has heretofore executed and delivered
to the Trustee supplements and indentures supplemental to the
Mortgage, dated as of December 1, 1943, December 2, 1946,
December 1, 1947, March 1, 1950, June 1, 1951, October 1, 1952,
December 1, 1953, March 1, 1957, May 1, 1958, October 2, 1961,
April 1, 1962, June 1, 1965, September 2, 1968, December 1, 1968,
October 1, 1969, June 1, 1970, October 1, 1970, September 1,
1971, February 1, 1972, December 1, 1972, July 1, 1973, March 1,
1974, April 1, 1975, May 1, 1975, December 1, 1975, April 1,
1976, September 1, 1976, November 1, 1977, May 1, 1979, August 1,
1979, February 1, 1980, November 1, 1980, April 1, 1982, October
1, 1983, February 1, 1987, September 1, 1987, November 1, 1989,
December 1, 1990, August 1, 1991, February 1, 1992, May 1, 1992,
August 1, 1992, November 15, 1992, April 15, 1993, May 15, 1993,
October 1, 1993, November 1, 1993, August 15, 1994 and October 1,
1994 (hereinafter referred to as the "Second 1994 Supplemental
Indenture"), respectively, amending and supplementing the
Mortgage in certain respects (the Mortgage, as so amended and
supplemented, being hereinafter called the "Original Indenture")
and conveying to the Trustee, upon certain trusts, terms and
conditions, and with and subject to certain provisos and
covenants therein contained, certain property rights and property
therein described; and
WHEREAS, effective October 7, 1988, pursuant to Section 115
of the Original Indenture, the Individual Trustee resigned and
all powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title or interest in and to the trust
estate, and without appointment of a new trustee as successor to
the Individual Trustee, all the right, title and powers of the
Trustee thereupon devolved upon the Corporate Trustee and its
successors alone; and
WHEREAS, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further
provides that, with respect to each series, the rate or rates of
interest, the date or dates of maturity, the dates for the
payment of interest, the terms and rates of optional redemption,
and other terms and conditions not inconsistent with the Original
Indenture may be established, prior to the issue of bonds of such
series, by an indenture supplemental to the Original Indenture;
and
WHEREAS, Section 132 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to
or in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any
ambiguity or correct or supplement any defective or inconsistent
provisions contained in the Original Indenture or in any
indenture supplemental to the Original Indenture, by an
instrument in writing, executed and acknowledged, and that the
Trustee is authorized to join with the Company in the execution
of any such instrument or instruments; and
WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage, as amended and supplemented
as of the respective dates thereof, bonds of the series (which
are outstanding), entitled and designated as hereinafter set
forth, in the respective original aggregate principal amounts
indicated:
Series Amount
First Mortgage Bonds, 7-1/2% Series due 1998. . . $45,000,000
First Mortgage Bonds, 7.00% Series due 1999. . . 30,000,000
First Mortgage Bonds, 7-5/8% Series due 2002. . . 50,000,000
First Mortgage Bonds, 7.95% Series due 2002. . . 60,000,000
First Mortgage Bonds, 7.38% Series due 2002. . . 50,000,000
First Mortgage Bonds, 7.40% Series due 2002. . . 30,000,000
First Mortgage Bonds, 7-1/2% Series due 2002. . . 70,000,000
First Mortgage Bonds, 6.65% Series due 2003. . . 40,000,000
First Mortgage Bonds, 6.85% Series due 2003. . . 30,000,000
First Mortgage Bonds, 6.00% Series due 2003. . . 30,000,000
First Mortgage Bonds, 7.70% Series due 2004. . . 21,000,000
First Mortgage Bonds, 7.85% Series due 2004. . . 50,000,000
First Mortgage Bonds, 9-1/8% Series due 2019. . . 50,000,000
First Mortgage Bonds, 9-7/8% Series due 2020. . . 50,000,000
First Mortgage Bonds, 9.35% Series due 2021. . . 50,000,000
First Mortgage Bonds, 8.75% Series due 2022. . . 50,000,000
First Mortgage Bonds, 8.70% Series due 2022. . . 40,000,000
First Mortgage Bonds, 8.43% Series due 2022. . . 50,000,000
First Mortgage Bonds, 8.50% Series due 2022. . . 70,000,000
First Mortgage Bonds, 7.80% Series due 2023. . . 40,000,000
First Mortgage Bonds, 7.90% Series due 2023. . . 30,000,000
First Mortgage Bonds, 7.15% Series due 2023. . . 30,000,000
First Mortgage Bonds, 7.125% Series due 2024. . . 50,000,000
and
WHEREAS, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original
Indenture to be designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 8.00% Series due May 1, 2005"
(hereinafter sometimes referred to as the "bonds of the 56th
Series"); and
WHEREAS, each of the bonds of the 56th Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"First 1995 Supplemental Indenture"); and
WHEREAS, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture, in the form hereof, for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make
this First 1995 Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms, have been done,
performed and fulfilled, and the execution and delivery thereof
have been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That Appalachian Power Company, in consideration of the
premises and of the purchase and acceptance of the bonds by the
holders thereof and of the sum of One Dollar ($1.00) and other
good and valuable consideration paid to it by the Trustee at or
before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in order to secure the
payment of both the principal of and interest and premium, if
any, on the bonds from time to time issued under and secured by
the Original Indenture and this First 1995 Supplemental
Indenture, according to their tenor and effect, and the
performance of all the provisions of the Original Indenture and
this First 1995 Supplemental Indenture (including any further
indenture or indentures supplemental to the Original Indenture
and any modification or alteration made as in the Original
Indenture provided) and of said bonds, has granted, bargained,
sold, released, conveyed, transferred, mortgaged, pledged, set
over and confirmed, and by these presents does grant, bargain,
sell, release, convey, assign, transfer, mortgage, pledge, set
over and confirm unto Bankers Trust Company, as Trustee, and to
its respective successor or successors in the trust hereby
created, and to its and their assigns, all the following
described properties of the Company, that is to say:
All property, real, personal and mixed, tangible and
intangible, and all franchises owned by the Company on the date
of the execution hereof, acquired since the execution of the
Second 1994 Supplemental Indenture (except any hereinafter
expressly excepted from the lien and operation of this First 1995
Supplemental Indenture).
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the
provisions of Section 63 of the Original Indenture) the tolls,
rents, revenues, issues, earnings, income, product and profits
thereof and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now
has or may hereafter acquire in and to the aforesaid property and
franchises and every part and parcel thereof.
Provided that, in addition to the reservations and
exceptions herein elsewhere contained, the following are not and
are not intended to be now or hereafter granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed hereunder and are hereby expressly excepted
from the lien and operation of the Original Indenture and this
First 1995 Supplemental Indenture, viz.: (1) cash, shares of
stock, and obligations (including bonds, notes and other
securities) not hereinafter or in the Original Indenture
specifically pledged, deposited or delivered hereunder or
thereunder or hereinafter or therein covenanted so to be; (2) any
goods, wares, merchandise, equipment, materials or supplies
acquired for the purpose of sale or resale in the usual course of
business or for consumption in the operation of any properties of
the Company and automobiles and trucks; (3) all judgments,
accounts, and choses in action, the proceeds of which the Company
is not obligated as hereinafter provided or as provided in the
Original Indenture to deposit with the Trustee hereunder and
thereunder; provided, however, that the property and rights
expressly excepted from the lien and operation of the Original
Indenture and this First 1995 Supplemental Indenture in the above
subdivisions (2) and (3) shall (to the extent permitted by law)
cease to be so excepted, in the event that the Trustee or a
receiver or trustee shall enter upon and take possession of the
mortgaged and pledged property in the manner provided in Article
XIV of the Original Indenture by reason of the occurrence of a
completed default, as defined in said Article XIV.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust;
SUBJECT, HOWEVER, to the reservations, exceptions,
conditions, limitations and restrictions contained in the several
deeds, leases, servitudes, franchises and contracts or other
instruments through which the Company acquired and/or claims
title to and/or enjoys the use of the aforesaid properties; and
subject also to encumbrances of the character defined in Section
6 of the Original Indenture as "excepted encumbrances" in so far
as the same may attach to any of the property embraced herein.
Inasmuch as the Company holds certain of said lands, rights
of way and other property under leases, power agreements and
other contracts which provide that the Company's interest therein
shall not be mortgaged without the consent of the respective
lessors or other parties to said agreements and contracts, and
such lessors and parties have either given such consent or have
waived the requirement of such consent, it is hereby expressly
agreed and made a condition upon which this First 1995
Supplemental Indenture is executed and delivered, that the lien
of this First 1995 Supplemental Indenture and the estate, rights
and remedies of the Trustee hereunder, and the rights and
remedies of the holders of the bonds secured hereby and by the
Original Indenture in so far as they may affect such lands,
rights of way and other property now held or to be hereafter
acquired by the Company under such leases, contracts or
agreements, shall be subject and subordinate in all respects to
the rights and remedies of the respective lessors or other
parties thereto.
And it is hereby expressly covenanted and agreed as follows:
(a) That the rights of the Trustee hereunder, and of
every person or corporation whatsoever claiming by reason of
this First 1995 Supplemental Indenture any right, title or
interest, legal or equitable, in the property covered by any
such lease, power agreement or other contract, are and at
all times hereafter shall be subject in the same manner and
degree as the rights of the Company might or would at all
times be subject, had this First 1995 Supplemental Indenture
not been made, to all terms, provisions, conditions,
covenants, stipulations, and agreements, and to all
exceptions, reservations, limitations, restrictions, and
forfeitures contained in any such lease, power agreement or
other contract;
(b) That any right, claim, condition or forfeiture
which might at any time be asserted against the party in
possession under the provisions of any such lease, power
agreement or other contract, had this First 1995
Supplemental Indenture not been made, may be asserted with
the same force and effect against any and all persons or
corporations at any time claiming any right, title or
interest in any such property under or by reason of this
First 1995 Supplemental Indenture or of any bond hereby and
by the Original Indenture secured; and
(c) That such consent or waiver of the requirement of
such consent given by the lessor under any such lease or
party to any such power agreement or other contract is
intended and shall be construed to be solely for the purpose
of permitting the Company to mortgage its property generally
without violating the express covenant contained in such
lease, power agreement or other contract, and that such
consent or waiver of the requirement of such consent confers
upon the Trustee hereunder and the holders of bonds secured
hereby and by the Original Indenture no rights in addition
to such as they would have had, respectively, if such
consent or waiver of the requirement of such consent had not
been given.
IN TRUST NEVERTHELESS, upon the terms and trusts in the
Original Indenture and this First 1995 Supplemental Indenture set
forth, for the equal and pro rata benefit and security of those
who shall hold the bonds and coupons issued and to be issued
hereunder and under the Original Indenture, in accordance with
the terms of the Original Indenture and of this First 1995
Supplemental Indenture, without preference, priority or
distinction as to lien of any of said bonds or coupons over any
other thereof by reason of priority in the time of issuance or
negotiation thereof, or otherwise howsoever, subject, however, to
the conditions, provisions and covenants set forth in the
Original Indenture and in this First 1995 Supplemental Indenture.
AND THIS INDENTURE FURTHER WITNESSETH:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and it
successors and assigns, hereby covenants and agrees to and with
the Trustee, and its successor or successors in such trust, under
the Original Indenture, as follows:
Section 1. The Original Indenture is hereby supplemented by
adding immediately after Section 20BBB, a new Section 20CCC, as
follows:
SECTION 20CCC. The Company hereby creates a fifty-
sixth series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage
Bonds, Designated Secured Medium Term Notes, 8.00% Series
due May 1, 2005" (herein sometimes referred to as the "bonds
of the 56th Series"). The form of the bonds of the 56th
Series shall be substantially as set forth in Schedule I to
the First 1995 Supplemental Indenture.
Bonds of the 56th Series shall mature on the date
specified in their title. Unless otherwise determined by
the Company, the bonds of the 56th Series shall be issued in
fully registered form without coupons in denominations of
$1,000 and in integral multiples thereof; the principal of
and premium (if any) and interest on each said bond to be
payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, in lawful money
of the United States of America, provided that at the option
of the Company interest may be mailed to registered owners
of the bonds at their respective addresses that appear on
the register thereof; and the rate of interest shall be the
rate per annum specified in the title thereof, payable semi-
annually on the first days of May and November of each year
(commencing May 1, 1995) and on their maturity date.
The person in whose name any bond of the 56th Series is
registered at the close of business on any record date (as
hereinbelow defined) with respect to any regular semi-annual
interest payment date (other than interest payable upon
maturity) shall be entitled to receive the interest payable
on such interest payment date notwithstanding the
cancellation of such bond of the 56th Series upon any
registration of transfer or exchange thereof (including any
exchange effected as an incident to a partial redemption
thereof) subsequent to the record date and prior to such
interest payment date, except, if and to the extent that the
Company shall default in the payment of the interest due on
such interest payment date, then the registered owners of
bonds of the 56th Series on such record date shall have no
further right to or claim in respect of such defaulted
interest as such registered owners on such record date, and
the persons entitled to receive payment of any defaulted
interest thereafter payable or paid on any bonds of the 56th
Series shall be the registered owners of such bonds of the
56th Series (or any bond or bonds issued, directly or after
intermediate transactions upon transfer or exchange or in
substitution thereof) on the date of payment of such
defaulted interest. Interest payable upon maturity shall be
payable to the person to whom the principal is paid. The
term "record date" as used in this Section 20CCC, and in the
form of the bonds of the 56th Series, with respect to any
regular semi-annual interest payment date (other than
interest payable upon maturity) applicable to the bonds of
the 56th Series, shall mean the April 15 next preceding a
May 1 interest payment date or the October 15 next preceding
a November 1 interest payment date, as the case may be, or,
if such April 15 or October 15 is not a Business Day (as
defined hereinbelow), the next preceding Business Day. The
term "Business Day" with respect to any bond of the 56th
Series shall mean any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust
companies in The City of New York, New York or the city in
which is located any office or agency maintained for the
payment of principal of or premium, if any, or interest on
such bond of the 56th Series are authorized or required by
law, regulation or executive order to remain closed.
Every registered bond of the 56th Series shall be dated
the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting
of twelve 30-day months from its Issue Date or from the
latest semi-annual interest payment date to which interest
has been paid on the bonds of the 56th Series preceding the
Issue Date, unless such Issue Date be an interest payment
date to which interest is being paid on the bonds of the
56th Series, in which case it shall bear interest from its
Issue Date or unless the Issue Date be the record date for
the interest payment date first following the date of
original issuance of bonds of the 56th Series (the "Original
Issue Date"), or a date prior to such record date, then from
the Original Issue Date; provided that, so long as there is
no existing default in the payment of interest on said
bonds, the owner of any bond authenticated by the Corporate
Trustee between the record date for any regular semi-annual
interest payment date and such interest payment date shall
not be entitled to the payment of the interest due on such
interest payment date (other than interest payable upon
maturity) and shall have no claim against the Company with
respect thereto; provided further, that, if and to the
extent the Company shall default in the payment of the
interest due on such interest payment date, then any such
bond shall bear interest from the May 1 or November 1, as
the case may be, next preceding its Issue Date, to which
interest has been paid or, if the Company shall be in
default with respect to the interest payment date first
following the Original Issue Date, then from the Original
Issue Date.
If any semi-annual interest payment date or the
maturity date is not a Business Day, payment of amounts due
on such date may be made on the next succeeding Business
Day, and, if such payment is made or duly provided for on
such Business Day, no interest shall accrue on such amounts
for the period from and after such interest payment date or
the maturity date, as the case may be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the 56th Series shall be executed on
behalf of the Company by its Chairman of the Board, by its
President or by one of its Vice Presidents or by one of its
officers designated by the Board of Directors of the Company
for such purpose, whose signature may be a facsimile, and
its corporate seal shall be thereunto affixed or printed
thereon and attested by its Secretary or one of its
Assistant Secretaries, and the provisions of the penultimate
sentence of said Section 14 shall be applicable to such
bonds of the 56th Series.
The bonds of the 56th Series are not redeemable prior
to their maturity.
Notwithstanding the provisions of Section 12 of this
Indenture, the Company shall not be required to make
transfers or exchanges of bonds of the 56th Series for a
period of fifteen days next preceding any interest payment
date.
Registered bonds of the 56th Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such
other office or agency of the Company as the Company may
from time to time designate, by the registered owners
thereof, in person or by duly authorized attorney, in the
manner and upon payment, if required by the Company, of the
charges prescribed in this Indenture. In the manner and
upon payment, if required by the Company, of the charges
prescribed in this Indenture, registered bonds of the 56th
Series may be exchanged for a like aggregate principal
amount of registered bonds of the 56th Series of other
authorized denominations, upon presentation and surrender
thereof, for cancellation, at the office or agency of the
Company in the Borough of Manhattan, The City of New York,
or at such other office or agency of the Company as the
Company may from time to time designate.
Section 2. Initial Issuance of the Bonds of the 56th Series:
In accordance with and upon compliance with such provisions
of the Original Indenture as shall be selected for such purpose
by the officers of the Company duly authorized to take such
action, bonds of the 56th Series, in an aggregate principal
amount not exceeding $50,000,000, shall forthwith be executed by
the Company and delivered to the Trustee and shall be
authenticated by the Trustee and delivered to or upon the order
of the Company (without awaiting the filing and recording of this
First 1995 Supplemental Indenture except to the extent required
by subdivision (10) of Section 29 of the Original Indenture).
Section 3. At any meeting of bondholders held as provided for
in Article XX of the Original Indenture at which owners of bonds
of the 56th Series are entitled to vote, all owners of bonds of
the 56th Series at the time of such meeting shall be entitled to
vote thereat; provided, however, that the Trustee may, and upon
request of the Company or of a majority of the bondowners of the
56th Series, shall, fix a day not exceeding ninety days preceding
the date for which the meeting is called as a record date for the
determination of owners of bonds of the 56th Series, entitled to
notice of and to vote at such meeting and any adjournment thereof
and only such registered owners who shall have been such
registered owners on the date so fixed, and who are entitled to
vote such bonds of the 56th Series at the meeting, shall be
entitled to receive notice of such meeting.
Section 4. As supplemented by this First 1995 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed and the Original Indenture and this First 1995
Supplemental Indenture shall be read, taken and construed as one
and the same instrument. The bonds of the 56th Series are the
original debt secured by this First 1995 Supplemental Indenture
and the Original Indenture, and this First 1995 Supplemental
Indenture and the Original Indenture shall be, and shall be
deemed to be, the original lien instrument securing the bonds of
the 56th Series.
Section 5. Nothing contained in this First 1995 Supplemental
Indenture shall, or shall be construed to, confer upon any person
other than the owners of bonds issued under the Original
Indenture and this First 1995 Supplemental Indenture, the Company
and the Trustee, any right to avail themselves of any benefit of
any provision of the Original Indenture or of this First 1995
Supplemental Indenture.
Section 6. This First 1995 Supplemental Indenture may be
simultaneously executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, APPALACHIAN POWER COMPANY, party of the
first part, has caused this instrument to be signed in its name
and behalf by its President, a Vice President or an Assistant
Treasurer, and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary, and BANKERS
TRUST COMPANY, party of the second part, in token of its
acceptance hereof, has caused this instrument to be signed in its
name and behalf by a Vice President or an Assistant Vice
President and its corporate seal to be hereunto affixed and
attested by its Secretary, an Assistant Secretary, Assistant Vice
President or Assistant Treasurer. Executed and delivered as of
the date and year first above written.
APPALACHIAN POWER COMPANY
[SEAL]
By: /s/ B. M. Barber
B. M. Barber
Assistant Treasurer
Attest:
/s/ Jeffrey D. Cross
Jeffrey D. Cross
Assistant Secretary
In the presence of:
/s/ T. G. Berkemeyer
T. G. Berkemeyer
/s/ A. A. Pena
A. A. Pena
BANKERS TRUST COMPANY
[SEAL]
By /s/ Robert Caporale
Robert Caporale
Vice President
Attest:
/s/ Scott Thiel
Scott Thiel
Assistant Treasurer
Executed by BANKERS TRUST COMPANY
in the presence of:
/s/ K. O'Brien
K. O'Brien
/s/ P. Dispenza
P. Dispenza
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
On this 28th day of February, 1995, personally appeared
before me, a Notary Public within and for said County in the
State aforesaid, B. M. BARBER and JEFFREY D. CROSS, to me known
and known to me to be respectively an Assistant Treasurer and
Assistant Secretary of APPALACHIAN POWER COMPANY, one of the
corporations named in and which executed the foregoing
instrument, who severally acknowledged that they did sign and
seal said instrument as such Assistant Treasurer and Assistant
Secretary for and on behalf of said corporation and that the same
is their free act and deed as such Assistant Treasurer and
Assistant Secretary, respectively, and the free and corporate act
and deed of said corporation.
In Witness Whereof, I have hereunto set my hand and notarial
seal this 28th day of February, 1995.
[Notarial Seal]
/s/ Mary M. Soltesz
MARY M. SOLTESZ
Notary Public, State of Ohio
My Commission Expires July 12, 1999
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I, PATRICIA M. CARILLO, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and
State aforesaid, hereby certify that on this 3rd day of March,
1995:
ROBERT CAPORALE and SCOTT THIEL, whose names are signed to
the writing above, bearing a date as of the 1st day of March,
1995, as Vice President and Assistant Treasurer, respectively, of
BANKERS TRUST COMPANY, have this day acknowledged the same before
me in my County aforesaid.
ROBERT CAPORALE, who signed the writing above and hereto
annexed for BANKERS TRUST COMPANY, a corporation, bearing a date
as of the 1st day of March, 1995, has this day in my said County
before me acknowledged the said writing to be the act and deed of
said corporation.
Before me appeared ROBERT CAPORALE and SCOTT THIEL to me
personally known, who, being by me duly sworn, did say that they
are Vice President and Assistant Treasurer, respectively, of
BANKERS TRUST COMPANY, and that the seal affixed to said
instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said
corporation, by authority of its Board of Directors and said
ROBERT CAPORALE acknowledged said instrument to be the free act
and deed of said corporation.
SCOTT THIEL personally came before me this day and
acknowledged that he is an Assistant Treasurer of BANKERS TRUST
COMPANY, a corporation, and that by authority duly given and as
the act of the corporation, the foregoing instrument was signed
in its name by an Assistant Treasurer, sealed with its corporate
seal, and attested by himself as an Assistant Treasurer.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County and State of New York, this 3rd day
of March, 1995.
/s/ Patricia M. Carillo
PATRICIA M. CARILLO
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate filed in New York
County
Commission expires May 31, 1995
[SEAL]
SCHEDULE I
APPALACHIAN POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 8.00%
SERIES DUE MAY 1, 2005
Bond No.
Original Issue Date: March 15, 1995
Principal Amount:
Semi-annual Interest Payment Dates: May 1 and November 1
Record Dates: April 15 and October 15
CUSIP No: 03774B AU7
APPALACHIAN POWER COMPANY, a corporation of the Commonwealth
of Virginia (hereinafter called the "Company"), for value
received, hereby promises to pay to ____________, or registered
assigns, the Principal Amount set forth above on the maturity
date specified in the title of this bond in lawful money of the
United States of America, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, and to pay to
the registered owner hereof interest on said sum from the date of
authentication of this bond (herein called the "Issue Date") or
latest semi-annual interest payment date to which interest has
been paid on the bonds of this series preceding the Issue Date,
unless the Issue Date be an interest payment date to which
interest is being paid, in which case from the Issue Date or
unless the Issue Date be the record date for the interest payment
date first following the Original Issue Date set forth above or a
date prior to such record date, then from the Original Issue Date
(or, if the Issue Date is between the record date for any
interest payment date and such interest payment date, then from
such interest payment date, provided, however, that if and to the
extent that the Company shall default in the payment of the
interest due on such interest payment date, then from the next
preceding semi-annual interest payment date to which interest has
been paid on the bonds of this series, or if such interest
payment date is the interest payment date first following the
Original Issue Date set forth above, then from the Original Issue
Date), until the principal hereof shall have become due and
payable, at the rate per annum specified in the title of this
bond, payable on May 1 and November 1 of each year (commencing
May 1, 1995) and on the maturity date specified in the title of
this bond; provided that, at the option of the Company, such
interest may be paid by check, mailed to the registered owner of
this bond at such owner's address appearing on the register
hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except in so far as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series and except as provided in Section 73 of the
Mortgage) by a Mortgage and Deed of Trust (herein, together with
all indentures supplemental thereto, called the Mortgage), dated
as of December 1, 1940, executed by APPALACHIAN ELECTRIC POWER
COMPANY (the corporate title of which was changed to APPALACHIAN
POWER COMPANY) to BANKERS TRUST COMPANY, as Trustee, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the
consent of the Company and to the extent permitted by and as
provided in the Mortgage, the rights and obligations of the
Company and/or of the holders of the bonds and/or coupons and/or
the terms and provisions of the Mortgage and/or of any
instruments supplemental thereto may be modified or altered by
affirmative vote of the holders of at least seventy-five per
centum (75%) in principal amount of the bonds affected by such
modification or alteration, then outstanding under the Mortgage
(excluding bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided
that, without the consent of the owner hereof no such
modification or alteration shall permit the extension of the
maturity of the principal of or interest on this bond or the
reduction in the rate of interest hereon or any other
modification in the terms of payment of such principal or
interest or the creation of a lien on the mortgaged and pledged
property ranking prior to or on a parity with the lien of the
Mortgage or the deprivation of the owner hereof of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, 8.00% Series due May 1, 2005 (herein called "bonds of
the 56th Series") created by an Indenture Supplemental to
Mortgage and Deed of Trust dated as of March 1, 1995 (the "First
1995 Supplemental Indenture"), as provided for in said Mortgage.
The interest payable on any May 1 or November 1 (other than
interest payable upon maturity) will, subject to certain
exceptions provided in said First 1995 Supplemental Indenture, be
paid to the person in whose name this bond is registered at the
close of business on the record date, which shall be the April 15
or October 15, as the case may be, next preceding such interest
payment date, or, if such April 15 or October 15 is not a
Business Day (as hereinbelow defined), the next preceding
Business Day. Interest payable upon maturity shall be payable to
the person to whom the principal is paid. The term "Business
Day" means any day, other than a Saturday or Sunday, which is not
a day on which banking institutions or trust companies in The
City of New York, New York or the city in which is located any
office or agency maintained for the payment of principal or
premium, if any, or interest on bonds of the 56th Series are
authorized or required by law, regulation or executive order to
remain closed.
If any semi-annual interest payment date or the maturity
date is not a Business Day, payment of amounts due on such date
may be made on the next succeeding Business Day, and, if such
payment is made or duly provided for on such Business Day, no
interest shall accrue on such amounts for the period from and
after such interest payment date or the maturity date, as the
case may be, to such Business Day.
The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of
principal or (subject to the provisions hereof) interest hereon
and for all other purposes and the Company and the Trustee shall
not be affected by any notice to the contrary.
The Company shall not be required to make transfers or
exchanges of bonds of the 56th Series for a period of fifteen
days next preceding any interest payment date.
The bonds of the 56th Series are not redeemable prior to
their maturity.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
This bond is transferable as prescribed in the Mortgage by
the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, and at such other office or
agency of the Company as the Company may designate, upon
surrender and cancellation of this bond and upon payment, if the
Company shall require it, of the transfer charges prescribed in
the Mortgage, and, thereupon, a new registered bond or bonds of
authorized denominations of the same series for a like principal
amount will be issued to the transferee in exchange herefor as
provided in the Mortgage. In the manner and upon payment, if the
Company shall require it, of the charges prescribed in the
Mortgage, registered bonds of the 56th Series may be exchanged
for a like aggregate principal amount of registered bonds of
other authorized denominations of the same series, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan, The
City of New York, or at such other office or agency of the
Company as the Company may from time to time designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of
the Company or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule
of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators,
stockholders, officers and directors, as such, being waived and
released by the holder or owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the
Mortgage.
This bond shall not become valid or obligatory for any
purpose until BANKERS TRUST COMPANY, the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form
of Authentication Certificate endorsed hereon.
In Witness Whereof, Appalachian Power Company has caused
this bond to be executed in its name by the signature of its
Chairman of the Board, its President or one of its Vice
Presidents and its corporate seal, or a facsimile thereof, to be
impressed or imprinted hereon and attested by the signature of
its Secretary or one of its Assistant Secretaries.
Dated:
APPALACHIAN POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within Bond in
every particular without alteration or enlargement or
any change whatsoever.
The foregoing instrument was prepared by Jeffrey D. Cross, 1
Riverside Plaza, Columbus, Ohio 43215.
<PAGE> EXHIBIT 4(g)
Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of December 1, 1940)
Executed by
APPALACHIAN POWER COMPANY
formerly Appalachian Electric Power Company
TO
BANKERS TRUST COMPANY,
As Trustee
Dated as of ____________, ____
$__________ First Mortgage Bonds,
Designated Secured Medium Term Notes,
____% Series due ____________, ____
TABLE OF CONTENTS*
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS
Execution of Mortgage. . . . . . . . . . . . . . . . . . 1
Execution of supplemental indentures . . . . . . . . . . 1
Termination of Individual Trustee. . . . . . . . . . . . 1
Provision for issuance of bonds in one or more series. . 1
Right to execute supplemental indenture. . . . . . . . . 2
First Mortgage Bonds heretofore issued . . . . . . . . . 2
Issue of new First Mortgage Bonds of the ______ Series . . 3
__________ Supplemental Indenture . . . . . . . . . . . . 3
Compliance with legal requirements . . . . . . . . . . . 4
GRANTING CLAUSES. . . . . . . . . . . . . . . . . . . . . . . 4
DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . . 4
APPURTENANCES, ETC. . . . . . . . . . . . . . . . . . . . . . 4
HABENDUM. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PRIOR LEASEHOLD ENCUMBRANCES. . . . . . . . . . . . . . . . . 5
GRANT IN TRUST. . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1. Supplement to Original Indenture by adding
Section ____ . . . . . . . . . . . . . . . . . 6
SECTION 2. Initial Issuance of the Bonds of the ______
Series. 12
SECTION 3. Provision for record date for meetings
of Bondholders . . . . . . . . . . . . . . . . 12
SECTION 4. Original Indenture and __________ Supplemental
Indenture same instrument. . . . . . . . . . . 12
SECTION 5. Limitation of rights. . . . . . . . . . . . . . . 13
SECTION 6. Execution in counterparts . . . . . . . . . . . . 13
TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . 13
SIGNATURES AND SEALS. . . . . . . . . . . . . . . . . . . . . 13
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . 15
SCHEDULE I. . . . . . . . . . . . . . . . . . . . . . . . . . I-1
*The Table of Contents shall not be deemed to be any part of the
Indenture Supplemental to Mortgage and Deed of Trust.
SUPPLEMENTAL INDENTURE, dated as of the __________ day
of____________ in the year
______________________________________, made and entered into by
and between APPALACHIAN POWER COMPANY, a corporation of the
Commonwealth of Virginia, the corporate title of which was, prior
to April 17, 1958, APPALACHIAN ELECTRIC POWER COMPANY
(hereinafter sometimes called the "Company"), a transmitting
utility (as such term is defined in Section 46-9-105(1)(n) of the
West Virginia Code), party of the first part, and BANKERS TRUST
COMPANY, a corporation of the State of New York (hereinafter
sometimes called the "Corporate Trustee" or "Trustee"), as
Trustee, party of the second part.
WHEREAS, the Company has heretofore executed and delivered
its Mortgage and Deed of Trust (hereinafter sometimes referred to
as the "Mortgage"), dated as of December 1, 1940, to the Trustee
for the security of all bonds of the Company outstanding
thereunder, and by said Mortgage conveyed to the Trustee, upon
certain trusts, terms and conditions, and with and subject to
certain provisos and covenants therein contained, all and
singular the property, rights and franchises which the Company
then owned or should thereafter acquire, excepting any property
expressly excepted by the terms of the Mortgage; and
WHEREAS, the Company has heretofore executed and delivered
to the Trustee supplements and indentures supplemental to the
Mortgage, dated as of December 1, 1943, December 2, 1946,
December 1, 1947, March 1, 1950, June 1, 1951, October 1, 1952,
December 1, 1953, March 1, 1957, May 1, 1958, October 2, 1961,
April 1, 1962, June 1, 1965, September 2, 1968, December 1, 1968,
October 1, 1969, June 1, 1970, October 1, 1970, September 1,
1971, February 1, 1972, December 1, 1972, July 1, 1973, March 1,
1974, April 1, 1975, May 1, 1975, December 1, 1975, April 1,
1976, September 1, 1976, November 1, 1977, May 1, 1979, August 1,
1979, February 1, 1980, November 1, 1980, April 1, 1982, October
1, 1983, February 1, 1987, September 1, 1987, November 1, 1989,
December 1, 1990, August 1, 1991, February 1, 1992, May 1, 1992,
August 1, 1992, November 15, 1992 and April 15, 1993 (hereinafter
referred to as the "First 1993 Supplemental Indenture"),
respectively, amending and supplementing the Mortgage in certain
respects (the Mortgage, as so amended and supplemented, being
hereinafter called the "Original Indenture") and conveying to the
Trustee, upon certain trusts, terms and conditions, and with and
subject to certain provisos and covenants therein contained,
certain property rights and property therein described; and
WHEREAS, effective October 7, 1988, pursuant to Section 115
of the Original Indenture, the Individual Trustee resigned and
all powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title or interest in and to the trust
estate, and without appointment of a new trustee as successor to
the Individual Trustee, all the right, title and powers of the
Trustee thereupon devolved upon the Corporate Trustee and its
successors alone; and
WHEREAS, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further
provides that, with respect to each series, the rate or rates of
interest, the date or dates of maturity, the dates for the
payment of interest, the terms and rates of optional redemption,
and other terms and conditions not inconsistent with the Original
Indenture may be established, prior to the issue of bonds of such
series, by an indenture supplemental to the Original Indenture;
and
WHEREAS, Section 132 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to
or in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any
ambiguity or correct or supplement any defective or inconsistent
provisions contained in the Original Indenture or in any
indenture supplemental to the Original Indenture, by an
instrument in writing, executed and acknowledged, and that the
Trustee is authorized to join with the Company in the execution
of any such instrument or instruments; and
WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage, as amended and supplemented
as of the respective dates thereof, bonds of the series (which
are outstanding), entitled and designated as hereinafter set
forth, in the respective original aggregate principal amounts
indicated:
Series Amount
First Mortgage Bonds, 7-1/2% Series due 1998. . . $45,000,000
First Mortgage Bonds, 8-1/2% Series due 1999. . . 60,000,000
First Mortgage Bonds, 7.00% Series due 1999. . . 30,000,000
First Mortgage Bonds, 7-5/8% Series due 2002. . . 50,000,000
First Mortgage Bonds, 7.95% Series due 2002. . . 60,000,000
First Mortgage Bonds, 7.38% Series due 2002. . . 50,000,000
First Mortgage Bonds, 7.40% Series due 2002. . . 30,000,000
First Mortgage Bonds, 7-1/2% Series due 2002. . . 70,000,000
First Mortgage Bonds, 8-1/8% Series due 2003. . . 50,000,000
First Mortgage Bonds, 6.65% Series due 2003. . . 40,000,000
First Mortgage Bonds, 8-1/2% Series due 2004. . . 50,000,000
First Mortgage Bonds, 9-1/4% Series due 2007. . . 26,000,000
First Mortgage Bonds, 8-3/4% Series due 2017. . . 100,000,000
First Mortgage Bonds, 9-1/8% Series due 2019. . . 50,000,000
First Mortgage Bonds, 9-7/8% Series due 2020. . . 50,000,000
First Mortgage Bonds, 9.35% Series due 2021. . . 50,000,000
First Mortgage Bonds, 8.75% Series due 2022. . . 50,000,000
First Mortgage Bonds, 8.70% Series due 2022. . . 40,000,000
First Mortgage Bonds, 8.43% Series due 2022. . . 50,000,000
First Mortgage Bonds, 8.50% Series due 2022. . . 70,000,000
First Mortgage Bonds, 7.80% Series due 2023. . . 40,000,000
and
WHEREAS, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original
Indenture to be designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, ______% Series due ____________, ____"
(hereinafter sometimes referred to as the "bonds of the ______
Series"); and
WHEREAS, each of the bonds of the ______ Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"__________ Supplemental Indenture"); and
WHEREAS, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture, in the form hereof, for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make
this __________ Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms, have been done,
performed and fulfilled, and the execution and delivery thereof
have been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That Appalachian Power Company, in consideration of the
premises and of the purchase and acceptance of the bonds by the
holders thereof and of the sum of One Dollar ($1.00) and other
good and valuable consideration paid to it by the Trustee at or
before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in order to secure the
payment of both the principal of and interest and premium, if
any, on the bonds from time to time issued under and secured by
the Original Indenture and this __________ Supplemental
Indenture, according to their tenor and effect, and the
performance of all the provisions of the Original Indenture and
this __________ Supplemental Indenture (including any further
indenture or indentures supplemental to the Original Indenture
and any modification or alteration made as in the Original
Indenture provided) and of said bonds, has granted, bargained,
sold, released, conveyed, transferred, mortgaged, pledged, set
over and confirmed, and by these presents does grant, bargain,
sell, release, convey, assign, transfer, mortgage, pledge, set
over and confirm unto Bankers Trust Company, as Trustee, and to
its respective successor or successors in the trust hereby
created, and to its and their assigns, all the following
described properties of the Company, that is to say:
All property, real, personal and mixed, tangible and
intangible, and all franchises owned by the Company on the date
of the execution hereof, acquired since the execution of the
First 1993 Supplemental Indenture (except any hereinafter
expressly excepted from the lien and operation of this __________
Supplemental Indenture).
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the
provisions of Section 63 of the Original Indenture) the tolls,
rents, revenues, issues, earnings, income, product and profits
thereof and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now
has or may hereafter acquire in and to the aforesaid property and
franchises and every part and parcel thereof.
Provided that, in addition to the reservations and
exceptions herein elsewhere contained, the following are not and
are not intended to be now or hereafter granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed hereunder and are hereby expressly excepted
from the lien and operation of the Original Indenture and this
__________ Supplemental Indenture, viz.: (1) cash, shares of
stock, and obligations (including bonds, notes and other
securities) not hereinafter or in the Original Indenture
specifically pledged, deposited or delivered hereunder or
thereunder or hereinafter or therein covenanted so to be; (2) any
goods, wares, merchandise, equipment, materials or supplies
acquired for the purpose of sale or resale in the usual course of
business or for consumption in the operation of any properties of
the Company and automobiles and trucks; (3) all judgments,
accounts, and choses in action, the proceeds of which the Company
is not obligated as hereinafter provided or as provided in the
Original Indenture to deposit with the Trustee hereunder and
thereunder; provided, however, that the property and rights
expressly excepted from the lien and operation of the Original
Indenture and this __________ Supplemental Indenture in the above
subdivisions (2) and (3) shall (to the extent permitted by law)
cease to be so excepted, in the event that the Trustee or a
receiver or trustee shall enter upon and take possession of the
mortgaged and pledged property in the manner provided in Article
XIV of the Original Indenture by reason of the occurrence of a
completed default, as defined in said Article XIV.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust;
SUBJECT, HOWEVER, to the reservations, exceptions,
conditions, limitations and restrictions contained in the several
deeds, leases, servitudes, franchises and contracts or other
instruments through which the Company acquired and/or claims
title to and/or enjoys the use of the aforesaid properties; and
subject also to encumbrances of the character defined in Section
6 of the Original Indenture as "excepted encumbrances" in so far
as the same may attach to any of the property embraced herein.
Inasmuch as the Company holds certain of said lands, rights
of way and other property under leases, power agreements and
other contracts which provide that the Company's interest therein
shall not be mortgaged without the consent of the respective
lessors or other parties to said agreements and contracts, and
such lessors and parties have either given such consent or have
waived the requirement of such consent, it is hereby expressly
agreed and made a condition upon which this __________
Supplemental Indenture is executed and delivered, that the lien
of this __________ Supplemental Indenture and the estate, rights
and remedies of the Trustee hereunder, and the rights and
remedies of the holders of the bonds secured hereby and by the
Original Indenture in so far as they may affect such lands,
rights of way and other property now held or to be hereafter
acquired by the Company under such leases, contracts or
agreements, shall be subject and subordinate in all respects to
the rights and remedies of the respective lessors or other
parties thereto.
And it is hereby expressly covenanted and agreed as follows:
(a) That the rights of the Trustee hereunder, and of
every person or corporation whatsoever claiming by reason of
this __________ Supplemental Indenture any right, title or
interest, legal or equitable, in the property covered by any
such lease, power agreement or other contract, are and at
all times hereafter shall be subject in the same manner and
degree as the rights of the Company might or would at all
times be subject, had this __________ Supplemental Indenture
not been made, to all terms, provisions, conditions,
covenants, stipulations, and agreements, and to all
exceptions, reservations, limitations, restrictions, and
forfeitures contained in any such lease, power agreement or
other contract;
(b) That any right, claim, condition or forfeiture
which might at any time be asserted against the party in
possession under the provisions of any such lease, power
agreement or other contract, had this __________
Supplemental Indenture not been made, may be asserted with
the same force and effect against any and all persons or
corporations at any time claiming any right, title or
interest in any such property under or by reason of this
__________ Supplemental Indenture or of any bond hereby and
by the Original Indenture secured; and
(c) That such consent or waiver of the requirement of
such consent given by the lessor under any such lease or
party to any such power agreement or other contract is
intended and shall be construed to be solely for the purpose
of permitting the Company to mortgage its property generally
without violating the express covenant contained in such
lease, power agreement or other contract, and that such
consent or waiver of the requirement of such consent confers
upon the Trustee hereunder and the holders of bonds secured
hereby and by the Original Indenture no rights in addition
to such as they would have had, respectively, if such
consent or waiver of the requirement of such consent had not
been given.
IN TRUST NEVERTHELESS, upon the terms and trusts in the
Original Indenture and this __________ Supplemental Indenture set
forth, for the equal and pro rata benefit and security of those
who shall hold the bonds and coupons issued and to be issued
hereunder and under the Original Indenture, in accordance with
the terms of the Original Indenture and of this __________
Supplemental Indenture, without preference, priority or
distinction as to lien of any of said bonds or coupons over any
other thereof by reason of priority in the time of issuance or
negotiation thereof, or otherwise howsoever, subject, however, to
the conditions, provisions and covenants set forth in the
Original Indenture and in this __________ Supplemental Indenture.
AND THIS INDENTURE FURTHER WITNESSETH:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and it
successors and assigns, hereby covenants and agrees to and with
the Trustee, and its successor or successors in such trust, under
the Original Indenture, as follows:
Section 1. The Original Indenture is hereby supplemented by
adding immediately after Section ______, a new Section ______, as
follows:
SECTION ______. The Company hereby creates a
__________ series of bonds to be issued under and secured by
this Indenture, to be designated and to be distinguished
from the bonds of all other series by the title "First
Mortgage Bonds, Designated Secured Medium Term Notes,
______% Series due ____________, ____" (herein sometimes
referred to as the "bonds of the ______ Series"). The form
of the bonds of the ______ Series shall be substantially as
set forth in Schedule I to the __________ Supplemental
Indenture.
Bonds of the ______ Series shall mature on the date
specified in their title. Unless otherwise determined by
the Company, the bonds of the ______ Series shall be issued
in fully registered form without coupons in denominations of
$1,000 and in integral multiples thereof; the principal of
and premium (if any) and interest on each said bond to be
payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, in lawful money
of the United States of America, provided that at the option
of the Company interest may be mailed to registered owners
of the bonds at their respective addresses that appear on
the register thereof; and the rate of interest shall be the
rate per annum specified in the title thereof, payable semi-
annually on the first days of __________ and __________ of
each year (commencing ____________, ____) and on their
maturity date.
The person in whose name any bond of the ______ Series
is registered at the close of business on any record date
(as hereinbelow defined) with respect to any regular semi-
annual interest payment date (other than interest payable
upon redemption) shall be entitled to receive the interest
payable on such interest payment date notwithstanding the
cancellation of such bond of the ______ Series upon any
registration of transfer or exchange thereof (including any
exchange effected as an incident to a partial redemption
thereof) subsequent to the record date and prior to such
interest payment date, except, if and to the extent that the
Company shall default in the payment of the interest due on
such interest payment date, then the registered owners of
bonds of the ______ Series on such record date shall have no
further right to or claim in respect of such defaulted
interest as such registered owners on such record date, and
the persons entitled to receive payment of any defaulted
interest thereafter payable or paid on any bonds of the
______ Series shall be the registered owners of such bonds
of the ______ Series (or any bond or bonds issued, directly
or after intermediate transactions upon transfer or exchange
or in substitution thereof) on the date of payment of such
defaulted interest. The term "record date" as used in this
Section ______, and in the form of the bonds of the ______
Series, with respect to any regular semi-annual interest
payment date (other than interest payable upon redemption)
applicable to the bonds of the ______ Series, shall mean the
____________ next preceding a ____________ interest payment
date or the ____________ next preceding a ____________
interest payment date, as the case may be, or, if such
____________ or ____________ is not a Business Day (as
defined hereinbelow), the next preceding Business Day. The
term "Business Day" with respect to any bond of the ______
Series shall mean any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust
companies in The City of New York, New York or the city in
which is located any office or agency maintained for the
payment of principal of or premium, if any, or interest on
such bond of the ______ Series are authorized or required by
law, regulation or executive order to remain closed.
Every registered bond of the ______ Series shall be
dated the date of authentication ("Issue Date") and shall
bear interest computed on the basis of a 360-day year
consisting of twelve 30-day months from its Issue Date or
from the latest semi-annual interest payment date to which
interest has been paid on the bonds of the ______ Series
preceding the Issue Date, unless such Issue Date be an
interest payment date to which interest is being paid on the
bonds of the ______ Series, in which case it shall bear
interest from its Issue Date or unless the Issue Date be the
record date for the interest payment date first following
the date of original issuance of bonds of the ______ Series
(the "Original Issue Date"), or a date prior to such record
date, then from the Original Issue Date; provided that, so
long as there is no existing default in the payment of
interest on said bonds, the owner of any bond authenticated
by the Corporate Trustee between the record date for any
regular semi-annual interest payment date and such interest
payment date shall not be entitled to the payment of the
interest due on such interest payment date (other than
interest payable upon redemption) and shall have no claim
against the Company with respect thereto; provided further,
that, if and to the extent the Company shall default in the
payment of the interest due on such interest payment date,
then any such bond shall bear interest from the ____________
or _____________, as the case may be, next preceding its
Issue Date, to which interest has been paid or, if the
Company shall be in default with respect to the interest
payment date first following the Original Issue Date, then
from the Original Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the ______ Series shall be executed
on behalf of the Company by its Chairman of the Board, by
its President or by one of its Vice Presidents or by one of
its officers designated by the Board of Directors of the
Company for such purpose, whose signature may be a
facsimile, and its corporate seal shall be thereunto affixed
or printed thereon and attested by its Secretary or one of
its Assistant Secretaries, and the provisions of the
penultimate sentence of said Section 14 shall be applicable
to such bonds of the ______ Series.
The bonds of the ______ Series are redeemable in
accordance with Article XII of the Original Indenture and as
further set forth in the form of bond contained in Schedule
I to this __________ Supplemental Indenture.
The Company shall not be required to make transfers or
exchanges of bonds of the ______ Series for a period of
fifteen days next preceding any selection of bonds of the
______ Series to be redeemed or to make transfers or
exchanges of any bonds of the ______ Series designated in
whole or in part for redemption. Notwithstanding the
provisions of Section 12 of this Indenture, the Company
shall not be required to make transfers or exchanges of
bonds of the ______ Series for a period of fifteen days next
preceding any interest payment date.
Registered bonds of the ______ Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such
other office or agency of the Company as the Company may
from time to time designate, by the registered owners
thereof, in person or by duly authorized attorney, in the
manner and upon payment, if required by the Company, of the
charges prescribed in this Indenture. In the manner and
upon payment, if required by the Company, of the charges
prescribed in this Indenture, registered bonds of the ______
Series may be exchanged for a like aggregate principal
amount of registered bonds of the ______ Series of other
authorized denominations, upon presentation and surrender
thereof, for cancellation, at the office or agency of the
Company in the Borough of Manhattan, The City of New York,
or at such other office or agency of the Company as the
Company may from time to time designate.
Section 2. Initial Issuance of the Bonds of the ______
Series:
In accordance with and upon compliance with such provisions
of the Original Indenture as shall be selected for such purpose
by the officers of the Company duly authorized to take such
action, bonds of the ______ Series in an aggregate principal
amount not exceeding $__________, shall forthwith be executed by
the Company and delivered to the Trustee and shall be
authenticated by the Trustee and delivered to or upon the order
of the Company (without awaiting the filing and recording of this
__________ Supplemental Indenture except to the extent required
by subdivision (10) of Section 29 of the Original Indenture).
Section 3. At any meeting of bondholders held as provided for
in Article XX of the Original Indenture at which owners of bonds
of the ______ Series are entitled to vote, all owners of bonds of
the ______ Series at the time of such meeting shall be entitled
to vote thereat; provided, however, that the Trustee may, and
upon request of the Company or of a majority of the bondowners of
the ______ Series shall fix a day not exceeding ninety days
preceding the date for which the meeting is called as a record
date for the determination of owners of bonds of the ______
Series entitled to notice of and to vote at such meeting and any
adjournment thereof and only such registered owners who shall
have been such registered owners on the date so fixed, and who
are entitled to vote such bonds of the ______ Series at the
meeting, shall be entitled to receive notice of such meeting.
Section 4. As supplemented by this __________ Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed and the Original Indenture and this __________
Supplemental Indenture shall be read, taken and construed as one
and the same instrument. The bonds of the ______ Series are the
original debt secured by this __________ Supplemental Indenture
and the Original Indenture, and this __________ Supplemental
Indenture and the Original Indenture shall be, and shall be
deemed to be, the original lien instrument securing the bonds of
the ______ Series.
Section 5. Nothing contained in this __________ Supplemental
Indenture shall, or shall be construed to, confer upon any person
other than the owners of bonds issued under the Original
Indenture and this __________ Supplemental Indenture, the Company
and the Trustee, any right to avail themselves of any benefit of
any provision of the Original Indenture or of this __________
Supplemental Indenture.
Section 6. This __________ Supplemental Indenture may be
simultaneously executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, APPALACHIAN POWER COMPANY, party of the
first part, has caused this instrument to be signed in its name
and behalf by its President, a Vice President or an Assistant
Treasurer, and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary, and BANKERS
TRUST COMPANY, party of the second part, in token of its
acceptance hereof, has caused this instrument to be signed in its
name and behalf by an Assistant Vice President and its corporate
seal to be hereunto affixed and attested by an Assistant
Secretary. Executed and delivered as of the date and year first
above written.
APPALACHIAN POWER COMPANY
[SEAL]
By:
B. M. Barber
Assistant Treasurer
Attest:
Jeffrey D. Cross
Assistant Secretary
In the presence of:
J. M. Adams, Jr.
T. G. Berkemeyer
BANKERS TRUST COMPANY
[SEAL]
By
Samir Pandiri
Assistant Vice President
Attest:
Marjorie Stanley
Assistant Secretary
Executed by BANKERS TRUST COMPANY
in the presence of:
Kenwyn Hackshaw
John Florio
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
On this ______ day of __________, ____, personally appeared
before me, a Notary Public within and for said County in the
State aforesaid, B. M. BARBER and JEFFREY D. CROSS, to me known
and known to me to be respectively an Assistant Treasurer and
Assistant Secretary of APPALACHIAN POWER COMPANY, one of the
corporations named in and which executed the foregoing
instrument, who severally acknowledged that they did sign and
seal said instrument as such Assistant Treasurer and Assistant
Secretary for and on behalf of said corporation and that the same
is their free act and deed as such Assistant Treasurer and
Assistant Secretary, respectively, and the free and corporate act
and deed of said corporation.
In Witness Whereof, I have hereunto set my hand and notarial
seal this ______ day of __________, ____.
[Notarial Seal]
MARY M. SOLTESZ
Notary Public, State of Ohio
My Commission Expires July 13, 1994
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I, PATRICIA M. CARILLO, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and
State aforesaid, hereby certify that on this ______ day of
__________, ____:
SAMIR PANDIRI AND MARJORIE STANLEY, whose names are signed
to the writing above, bearing a date as of the ______ day of
__________, ____, as Assistant Vice President and Assistant
Secretary, respectively, of BANKERS TRUST COMPANY, have this day
acknowledged the same before me in my County aforesaid.
SAMIR PANDIRI, who signed the writing above and hereto
annexed for BANKERS TRUST COMPANY, a corporation, bearing a date
as of the ______ day of __________, ____, has this day in my said
County before me acknowledged the said writing to be the act and
deed of said corporation.
Before me appeared SAMIR PANDIRI and MARJORIE STANLEY to me
personally known, who, being by me duly sworn, did say that they
are Assistant Vice President and Assistant Secretary,
respectively, of BANKERS TRUST COMPANY, and that the seal affixed
to said instrument is the corporate seal of said corporation, and
that said instrument was signed and sealed in behalf of said
corporation, by authority of its Board of Directors and said
SAMIR PANDIRI acknowledged said instrument to be the free act and
deed of said corporation.
MARJORIE STANLEY personally came before me this day and
acknowledged that she is an Assistant Secretary of BANKERS TRUST
COMPANY, a corporation, and that by authority duly given and as
the act of the corporation, the foregoing instrument was signed
in its name by an Assistant Secretary, sealed with its corporate
seal, and attested by herself as an Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County and State of New York, this ______
day of __________, ____.
PATRICIA M. CARILLO
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate filed in New York
County
Commission expires May 31, 1993
[SEAL]
The foregoing instrument was prepared by Jeffrey D. Cross,
1 Riverside Plaza, Columbus, Ohio 43215.
SCHEDULE I
APPALACHIAN POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, ______%
SERIES DUE ____________, ____
Bond No.
Original Issue Date:
Principal Amount:
Semi-annual Interest Payment Dates:
Record Dates:
CUSIP No:
APPALACHIAN POWER COMPANY, a corporation of the Commonwealth
of Virginia (hereinafter called the "Company"), for value
received, hereby promises to pay to ____________, or registered
assigns, the Principal Amount set forth above on the maturity
date specified in the title of this bond in lawful money of the
United States of America, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, and to pay to
the registered owner hereof interest on said sum from the date of
authentication of this bond (herein called the "Issue Date") or
latest semi-annual interest payment date to which interest has
been paid on the bonds of this series preceding the Issue Date,
unless the Issue Date be an interest payment date to which
interest is being paid, in which case from the Issue Date or
unless the Issue Date be the record date for the interest payment
date first following the Original Issue Date set forth above or a
date prior to such record date, then from the Original Issue Date
(or, if the Issue Date is between the record date for any
interest payment date and such interest payment date, then from
such interest payment date, provided, however, that if and to the
extent that the Company shall default in the payment of the
interest due on such interest payment date, then from the next
preceding semi-annual interest payment date to which interest has
been paid on the bonds of this series, or if such interest
payment date is the interest payment date first following the
Original Issue Date set forth above, then from the Original Issue
Date), until the principal hereof shall have become due and
payable, at the rate per annum specified in the title of this
bond, payable on ____________ and ____________ of each year
(commencing ____________, ____) and on the maturity date
specified in the title of this bond; provided that, at the option
of the Company, such interest may be paid by check, mailed to the
registered owner of this bond at such owner's address appearing
on the register hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except in so far as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series and except as provided in Section 73 of the
Mortgage) by a Mortgage and Deed of Trust (herein, together with
all indentures supplemental thereto, called the Mortgage), dated
as of December 1, 1940, executed by APPALACHIAN ELECTRIC POWER
COMPANY (the corporate title of which was changed to APPALACHIAN
POWER COMPANY) to BANKERS TRUST COMPANY, as Trustee, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the
consent of the Company and to the extent permitted by and as
provided in the Mortgage, the rights and obligations of the
Company and/or of the holders of the bonds and/or coupons and/or
the terms and provisions of the Mortgage and/or of any
instruments supplemental thereto may be modified or altered by
affirmative vote of the holders of at least seventy-five per
centum (75%) in principal amount of the bonds affected by such
modification or alteration, then outstanding under the Mortgage
(excluding bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided
that, without the consent of the owner hereof no such
modification or alteration shall permit the extension of the
maturity of the principal of or interest on this bond or the
reduction in the rate of interest hereon or any other
modification in the terms of payment of such principal or
interest or the creation of a lien on the mortgaged and pledged
property ranking prior to or on a parity with the lien of the
Mortgage or the deprivation of the owner hereof of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, ______% Series due ____________, ____ (herein called
"bonds of the ______ Series") created by an Indenture
Supplemental to Mortgage and Deed of Trust dated as of
____________, ____ (the "__________ Supplemental Indenture"), as
provided for in said Mortgage.
The interest payable on any _____________ or ____________
(other than interest payable upon redemption) will, subject to
certain exceptions provided in said __________ Supplemental
Indenture, be paid to the person in whose name this bond is
registered at the close of business on the record date, which
shall be the ____________ or ____________, as the case may be,
next preceding such interest payment date, or, if such
____________ or ____________ is not a Business Day (as
hereinbelow defined), the next preceding Business Day. The term
"Business Day" means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust
companies in The City of New York, New York or the city in which
is located any office or agency maintained for the payment of
principal or premium, if any, or interest on bonds of the ______
Series are authorized or required by law, regulation or executive
order to remain closed.
If any semi-annual interest payment date, redemption date or
the maturity date is not a Business Day, payment of amounts due
on such date may be made on the next succeeding Business Day,
and, if such payment is made or duly provided for on such
Business Day, no interest shall accrue on such amounts for the
period from and after such interest payment date, redemption date
or the maturity date, as the case may be, to such Business Day.
The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of
principal or (subject to the provisions hereof) interest hereon
and for all other purposes and the Company and the Trustee shall
not be affected by any notice to the contrary.
The Company shall not be required to make transfers or
exchanges of bonds of the ______ Series for a period of fifteen
days next preceding any interest payment date, or next preceding
any selection of bonds of the ______ Series to be redeemed, and
the Company shall not be required to make transfers or exchanges
of any bonds of the ______ Series designated for redemption in
whole or in part.
Any or all of the bonds of the ______ Series may be redeemed
by the Company on or after ____________, ____, at its option, or
by operation of various provisions of the Mortgage, in whole at
any time or in part from time to time upon not less than thirty
but not more than ninety days' previous notice given by mail to
the registered owners of the bonds to be redeemed, all as
provided in the Mortgage, (a) if redeemed otherwise than by the
use or application of cash deposited pursuant to Section 40 of
the Mortgage and otherwise than by the use of proceeds of
released property or the proceeds of insurance, at an amount
equal to a percentage of the principal amount thereof determined
as set forth in Annex A hereto under the heading "Regular
Redemption Price" together in each case with accrued interest to
the date fixed for redemption, or (b) if redeemed by the use or
application of cash deposited pursuant to Section 40 of the
Mortgage or by the use of proceeds of released property or the
proceeds of insurance, at an amount equal to 100% of the
principal amount thereof together in each case with accrued
interest to the date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
This bond is transferable as prescribed in the Mortgage by
the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, and at such other office or
agency of the Company as the Company may designate, upon
surrender and cancellation of this bond and upon payment, if the
Company shall require it, of the transfer charges prescribed in
the Mortgage, and, thereupon, a new registered bond or bonds of
authorized denominations of the same series for a like principal
amount will be issued to the transferee in exchange herefor as
provided in the Mortgage. In the manner and upon payment, if the
Company shall require it, of the charges prescribed in the
Mortgage, registered bonds of the ______ Series may be exchanged
for a like aggregate principal amount of registered bonds of
other authorized denominations of the same series, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan, The
City of New York, or at such other office or agency of the
Company as the Company may from time to time designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of
the Company or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule
of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators,
stockholders, officers and directors, as such, being waived and
released by the holder or owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the
Mortgage.
This bond shall not become valid or obligatory for any
purpose until BANKERS TRUST COMPANY, the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form
of Authentication Certificate endorsed hereon.
In Witness Whereof, Appalachian Power Company has caused
this bond to be executed in its name by the signature of its
Chairman of the Board, its President or one of its Vice
Presidents and its corporate seal, or a facsimile thereof, to be
impressed or imprinted hereon and attested by the signature of
its Secretary or one of its Assistant Secretaries.
Dated:
APPALACHIAN POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
______% SERIES DUE ____________, ____
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within Bond in
every particular without alteration or enlargement or
any change whatsoever.
<PAGE> Exhibit 5
April 4, 1995
Appalachian Power Company
40 Franklin Road, S.W.
Roanoke, Virginia 24011
Dear Sirs:
With respect to the Registration Statement on Form S-3 of
Appalachian Power Company (the "Company") relating to the
issuance and sale by the Company, in one or more transactions
from time to time, of its Debt Securities (the "Debt
Securities"), under the Mortgage and Deed of Trust of the Company
dated as of December 1, 1940, as supplemented and amended and as
to be supplemented and amended in connection with the issue and
sale of the Debt Securities, we wish to advise you as follows:
We are of the opinion that, when the steps mentioned in the
next paragraph below have been taken, the Debt Securities will be
valid and legally binding obligations of the Company, subject to
the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at
law) and an implied covenant of good faith and fair dealing.
The steps to be taken which are referred to in the next
preceding paragraph consist of the following:
(1) Appropriate definitive action by the Board of
Directors of the Company with respect to the
proposed transactions set forth in said
Registration Statement;
(2) Appropriate action by and before the State
Corporation Commission of Virginia and the
Tennessee Public Service Commission in respect of
the proposed transactions set forth in said
Registration Statement;
(3) Compliance with the Securities Act of 1933, as
amended, and with the Trust Indenture Act of 1939,
as amended;
(4) Execution and delivery of one or more proposed
Indentures Supplemental to Indenture of Mortgage
and Deed of Trust under which the Debt Securities
will be issued, and the recording and filing
thereof in all required offices of record in
Virginia, West Virginia and Tennessee; and
(5) Issuance and sale of the Debt Securities by the
Company in accordance with the Mortgage and Deed
of Trust and with the governmental and corporate
authorizations aforesaid.
Insofar as this opinion relates to matters governed by laws
of the Commonwealth of Virginia or the States of West Virginia or
Tennessee, this firm has consulted, and may consult further, with
local counsel in which this firm has confidence and will rely, as
to such matters, upon such opinions or advice of such counsel
which will be delivered to this firm prior to the closing of the
sale of the Debt Securities. This opinion does not purport, and
it is not intended, to cover any questions relating to property
titles, franchises or the lien of the above-mentioned Mortgage
and Deed of Trust.
We consent to the filing of this opinion as an exhibit to
said Registration Statement and to the use of our name and the
inclusion of the statements in regard to us set forth in said
Registration Statement under the caption "Legal Opinions".
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
<PAGE> Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Appalachian Power Company on Form S-3
of our reports dated February 21, 1995, appearing in and
incorporated by reference in the Annual Report on Form 10-K of
Appalachian Power Company for the year ended December 31, 1994
and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
Deloitte & Touche LLP
Columbus, Ohio
March , 1995
<PAGE> Exhibit 23(c)
March 30, 1995
Appalachian Power Company
40 Franklin Road, S.W.
Roanoke, Virginia 24011
Appalachian Power Company
$146,000,000 Debt Securities
Dear Sirs:
We hereby consent to the making of the statements in respect
to our firm under the caption "LEGAL OPINIONS" in the Registra-
tion Statement (and in the prospectus included therein) on Form
S-3 of Appalachian Power Company that is being filed on or about
March 30, 1995 with the Securities and Exchange Commission in
regard to the issuance and sale of up to $146,000,000 aggregate
principal amount of its Debt Securities consisting of First
Mortgage Bonds (the New Bonds) and/or First Mortgage Bonds,
Designated Secured Medium Term Notes (the Notes), to be issued in
one or more series under the Mortgage and Deed of Trust dated as
of December 1, 1940, as heretofore supplemented and amended and
as to be further supplemented and amended by one or more
Indentures Supplemental to Mortgage and Deed of Trust to be
entered into in connection with the New Bonds and/or the Notes.
Yours very truly,
/s/ Hunton & Williams
HUNTON & WILLIAMS
apfinan.95\consent.h&w
<PAGE> Exhibit 23(d)
March 28, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Re: Registration Statement on Form S-3
For the Registration of $150,000,000
Aggregate Principal Amount of Debt
Securities of Appalachian Power Company
Gentlemen:
We hereby consent to the reference to KAY, CASTO, CHANEY,
LOVE & WISE under the caption "Experts" in the prospectus
constituting a part of the above-referenced Registration
Statement.
Very truly yours,
KAY, CASTO, CHANEY, LOVE & WISE
By __/s/ William W. Booker____
William W. Booker
<PAGE> Exhibit 23(e)
March 27, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Re: Registration Statement on Form S-3 for the registration of
$150,000,000 aggregate principal amount of debt securities
of Appalachian Power Company
Gentlemen:
We hereby consent to the reference to Hunter, Smith & Davis
under the caption "Experts" in the prospectus constituting a part
of the above-referenced Registration Statement.
Very sincerely yours,
HUNTER, SMITH & DAVIS
/s/ T. Arthur Scott, Jr.
T. Arthur Scott, Jr.
<PAGE> Exhibit 24
APPALACHIAN POWER COMPANY
I, Jeffrey D. Cross, Assistant Secretary of APPALACHIAN
POWER COMPANY, HEREBY CERTIFY that the following constitutes a
true and exact copy of the resolutions duly adopted by the
affirmative vote of a majority of the Board of Directors of said
Company at a meeting of said Board duly and legally held on
February 22, 1995, at which meeting a quorum of the Board of
Directors of said Company was present and voting throughout. I
further certify that said resolutions have not been altered,
amended or rescinded, and that they are presently in full force
and effect.
GIVEN under my hand this 4th day of April, 1995.
__/s/ Jeffrey D. Cross___
Assistant Secretary
APPALACHIAN POWER COMPANY
February 22, 1995
The Chairman outlined a proposed financing program
through December 31, 1996 of the Company involving the issuance
and sale, either at competitive bidding or through a negotiated
public offering with one or more agents or underwriters, of up to
$150,000,000 aggregate principal amount of First Mortgage Bonds
or Secured Medium Term Notes, or a combination of each, in one or
more new series, each series to have a maturity of not less than
nine months and not more than forty-two years (the "Debt
Securities").
The Chairman stated that it was proposed that the
proceeds to be received in connection with the proposed sale of
Debt Securities would be used to refund directly or indirectly
long-term debt or for other corporate purposes.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that the proposed financing program of
this Company, as outlined at this meeting, be, and the
same hereby is, in all respects ratified, confirmed and
approved; and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized to take all steps
necessary, or in their opinion desirable, to carry out
the financing program outlined at this meeting.
The Chairman then reminded the Board that all necessary
approvals had been obtained from the Virginia State Corporation
Commission and the Tennessee Public Service Commission to issue
the Debt Securities through December 31, 1995, but that it would
be necessary to file amendments to the Company's applications
with the Virginia State Corporation Commission and the Tennessee
Public Service Commission to extend such authority through
December 31, 1996. The Chairman also stated that it would be
necessary to file one or more Registration Statements pursuant to
the applicable provisions of the Securities Act of 1933, as
amended.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that in connection with the proposed
financing program approved at this meeting, the proper
officers of the Company be, and they hereby are,
authorized on behalf of the Company to execute and file
any necessary amendments to the applications with the
Virginia State Corporation Commission and the Tenneseee
Public Service Commission; and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized to execute and file
with the Securities and Exchange Commission (the
"Commission") on behalf of the Company one or more
Registration Statements pursuant to the applicable
provisions of the Securities Act of 1933, as amended;
and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized and directed to
take any and all further action in connection there-
with, including the execution and filing of such
amendment or amendments, supplement or supplements and
exhibit or exhibits thereto as the officers of this
Company may deem necessary or desirable.
The Chairman further stated that, in connection with
the filing with the Securities and Exchange Commission of one or
more Registration Statements relating to the proposed issuance
and sale of up to $150,000,000 of Debt Securities, there was to
be filed with the Commission a Power of Attorney, dated February
22, 1995, executed by the officers and directors of this Company
appointing true and lawful attorneys to act in connection with
the filing of such Registration Statement(s) and any and all
amendments thereto.
Thereupon, on motion duly made and seconded, the
following preambles and resolutions were unanimously adopted:
WHEREAS, Appalachian Power Company proposes to
file with the Securities and Exchange Commission one or
more Registration Statements for the registration
pursuant to the applicable provisions of the Securities
Act of 1933, as amended, of up to $150,000,000
aggregate principal amount of Debt Securities compris-
ing either First Mortgage Bonds or Secured Medium Term
Notes, or a combination of each, in one or more new
series, each series to have a maturity of not less than
nine months and not more than forty-two years; and
WHEREAS, in connection with said Registration
Statement(s), there is to be filed with the Securities
and Exchange Commission a Power of Attorney, dated
February 22, 1995, executed by certain of the officers
and directors of this Company appointing E. Linn
Draper, Jr., G. P. Maloney, Bruce M. Barber and Armando
A. Pena, or any one of them, their true and lawful
attorneys, with the powers and authority set forth in
said Power of Attorney;
NOW, THEREFORE, BE IT
RESOLVED, that each and every one of said officers
and directors be, and they hereby are, authorized to
execute said Power of Attorney; and further
RESOLVED, that any and all action hereafter taken
by any of said named attorneys under said Power of
Attorney be, and the same hereby is, ratified and
confirmed and that said attorneys shall have all the
powers conferred upon them and each of them by said
Power of Attorney; and further
RESOLVED, that said Registration Statement(s) and
any amendments thereto, hereafter executed by any of
said attorneys under said Power of Attorney be, and the
same hereby are, ratified and confirmed as legally
binding upon this Company to the same extent as if the
same were executed by each said officer and director of
this Company personally and not by any of said
attorneys.
The Chairman thereupon stated to the meeting that it
was proposed to designate independent counsel for the successful
bidder or bidders and/or agents of the Company for the new series
of Debt Securities proposed to be issued and sold in connection
with the proposed financing program of the Company.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that Dewey Ballantine be, and said firm
hereby is, designated as independent counsel for the
successful bidder or bidders and/or agents of the
Company for the new series of Debt Securities of this
Company proposed to be issued and sold in connection
with the proposed financing program of this Company.
The Chairman then stated that, with respect to the
issuance of up to $150,000,000 of First Mortgage Bonds through
one or more agents under a medium term note program, the Company
has negotiated a form of Selling Agency Agreement pursuant to
which Salomon Brothers Inc, CS First Boston Corporation and
Chemical Securities Inc. would act as the Company's agents for
the sale of such medium term notes. The Chairman then recommend-
ed that the Board authorize the appropriate officers of the
Company to enter into the Selling Agency Agreement, the form of
which was then presented to the meeting.
Thereupon, upon motion duly made and seconded, it was
unanimously
RESOLVED, that the form, terms and provisions of
the Selling Agency Agreement among the Company, Salomon
Brothers Inc, CS First Boston Corporation and Chemical
Securities Inc., a copy of which has been submitted to
this meeting, be, and the same hereby are, in all
respects approved; and further
RESOLVED, that the Chairman of the Board, the
President or any Vice President of this Company be, and
each of them hereby is, authorized to execute and
deliver in the name and on behalf of this Company, the
Selling Agency Agreement in substantially the form of
such agreement submitted to this meeting, with such
insertions therein and changes thereto as shall be
approved by the officer executing the same, such
execution to be conclusive evidence of such approval;
and further
RESOLVED, that the proper officers of the Company
be, and they hereby are, authorized to execute and
deliver such other documents and instruments, and to do
such other acts and things, that in their judgment may
be necessary or desirable, including, without limita-
tion, agreeing to add one or more additional agents
from time to time to the Selling Agency Agreement, in
connection with the transactions authorized in the
foregoing resolutions.
The Chairman thereupon stated to the meeting that, in
order to enable the Company to perform its obligations under the
Selling Agency Agreement approved at this meeting providing for
the sale of up to $150,000,000 aggregate principal amount of
First Mortgage Bonds under a medium term note program, it was
proposed that the Board of Directors authorize the appropriate
officers to create one or more new series of First Mortgage
Bonds, to be issued under the Mortgage and Deed of Trust, dated
December 1, 1940, of the Company to Bankers Trust Company, as
Trustee, as heretofore supplemented and amended, and as to be
supplemented and amended by one or more additional Supplemental
Indentures to the Mortgage and Deed of Trust, each of said new
series of First Mortgage Bonds to be entitled and designated as
"First Mortgage Bonds, Designated Secured Medium Term Notes,
______% Series due ____________", with the interest rate,
maturity and certain other terms of each such series of First
Mortgage Bonds to be designated at the time of creation thereof,
such interest rate not to exceed 11% per annum and the maturity
thereof to be not less than nine months nor more than forty-two
years.
Thereupon, after full and thorough discussion, it was,
on motion duly made and seconded, unanimously
RESOLVED, that the officers of this Company
(including the Chairman of the Board, the President,
any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary)
be, and they hereby are, authorized to create up to
$150,000,000 aggregate principal amount of First
Mortgage Bonds in one or more series, each series to be
issued under and secured by the Mortgage and Deed of
Trust, dated December 1, 1940, of the Company to
Bankers Trust Company, as Trustee, and certain
indentures supplemental thereto, including one or more
additional Supplemental Indentures to the Mortgage and
Deed of Trust, in substantially the form presented to
this meeting, to be made by this Company to Bankers
Trust Company, as Trustee (said Mortgage and Deed of
Trust as heretofore supplemented and amended, and as to
be supplemented and amended, being hereinafter called
the "Mortgage"), each series to be designated and to be
distinguished from bonds of all other series by the
title "First Mortgage Bonds, Designated Secured Medium
Term Notes, ______% Series due ____________" (hereinaf-
ter called "bonds of each New Series"), provided that
the interest rate, maturity and the applicable
redemption provisions, if any, and such other terms,
including, but not limited to, interest payment dates
and record payment dates, shall be designated at the
time of creation thereof and further provided that such
interest rate shall not exceed 11% per annum and such
maturity shall not be less than nine months nor more
than forty-two years; and further
RESOLVED, that the officers of this Company
(including the Chairman of the Board, the President,
any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary)
be, and they hereby are, authorized and directed to
execute and deliver, under the seal of and on behalf of
this Company, one or more additional Supplemental
Indentures, specifying the designation, terms,
redemption provisions and other provisions of the bonds
of each New Series and providing for the creation of
the bonds of each New Series and effecting the
amendments to the Mortgage described therein, such
instrument to be substantially in the form presented to
this meeting and ordered to be filed with the records
of this Company, with such changes therein as the
officers executing the same may, upon the advice of
counsel, approve at the time of execution (such
approval to be conclusively evidenced by their
execution thereof); that Bankers Trust Company is
hereby requested to join in the execution of said
Supplemental Indentures, as Trustee; and that the
officers (including the Chairman of the Board, the
President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant
Secretary) of this Company be, and they hereby are,
authorized and directed to record and file, or to cause
to be recorded and filed, said Supplemental Indentures
in such offices of record and take such other action as
may be deemed necessary or advisable in the opinion of
counsel for the Company; and that such officers be, and
they hereby are, authorized to determine and establish
the basis on which the bonds of each New Series shall
be authenticated under the Mortgage; and further
RESOLVED, that the terms and provisions of the
bonds of each New Series and the forms of the regis-
tered bonds of each New Series and of the Trustee's
Authentication Certificate be, and they hereby are,
established as provided in the form of Supplemental
Indenture to the Mortgage hereinbefore authorized, with
such changes as may be required upon the establishment
of the further terms thereof by the appropriate
officers of the Company as herein authorized; and
further
RESOLVED, that the registered bonds of each New
Series shall be substantially in the form set forth in
the form of Supplemental Indenture approved at this
meeting; and further
RESOLVED, that, subject to the approval of all
governmental agencies having jurisdiction in the
premises, and to compliance with the provisions of
Article VI or VII of the Mortgage, the Chairman of the
Board, or the President or any Vice President and the
Secretary or any Assistant Secretary of this Company
be, and they hereby are, authorized and directed to
execute under the seal of this Company in accordance
with the provisions of Section 14 of Article II of the
Mortgage (the signatures of such officers to be
effected either manually or by facsimile, in which case
such facsimile is hereby adopted as the signature of
such officer thereon), and to deliver to Bankers Trust
Company, as Trustee under the Mortgage, bonds of each
New Series in the aggregate principal amount of up to
$150,000,000 as definitive fully registered bonds
without coupons in denominations of $1,000 or integral
multiples thereof; and further
RESOLVED, that if any authorized officer of this
Company who signs, or whose facsimile signature appears
upon, any of the bonds of each New Series ceases to be
such an officer prior to their issuance, the bonds of
each New Series so signed or bearing such facsimile
signature shall nevertheless be valid; and further
RESOLVED, that, subject as aforesaid, Bankers
Trust Company, as such Trustee, be, and it hereby is,
requested to authenticate, by the manual signature of
an authorized officer of such Trustee, bonds of each
New Series and to deliver the same from time to time in
accordance with the written order of this Company
signed in the name of this Company by its Chairman,
President or one of its Vice Presidents and its
Treasurer or one of its Assistant Treasurers; and
further
RESOLVED, that the law firm of Hunton & Williams
and that John F. Di Lorenzo, Jr. of Upper Arlington,
Ohio, Thomas S. Ashford of Dublin, Ohio, Jeffrey D.
Cross of Worthington, Ohio, Ann B. Graf of Columbus,
Ohio, John M. Adams, Jr. of Worthington, Ohio and
Thomas G. Berkemeyer of Hilliard, Ohio, attorneys and
employees of American Electric Power Service Corpora-
tion, an affiliate of this Company, be, and each of
them hereby is, appointed Counsel to render the Opinion
of Counsel required by Article VI, Section 29(3) or
Article VII, Section 30(5) of said Mortgage in
connection with the authentication and delivery of the
bonds of each New Series; and further
RESOLVED, that James J. Markowsky of Worthington,
Ohio, John R. Jones, III of Dublin, Ohio or Bruce A.
Renz of Worthington, Ohio, engineers and officers of
American Electric Power Service Corporation, an
affiliate of this Company, be, and each of them hereby
is, appointed the Engineer to make with the President
or a Vice President and the Treasurer or an Assistant
Treasurer of this Company any Engineer's Certificate
required by Article VI of the Mortgage, in connection
with the authentication and delivery of the bonds of
each New Series; and further
RESOLVED, that the office of Bankers Trust Company
at Four Albany Street, in the Borough of Manhattan, The
City of New York, be, and it hereby is, fixed as the
office or agency of this Company for the payment of the
principal of and the interest on the bonds of each New
Series and as the office or agency of the Company in
The City of New York for the registration, transfer and
exchange of registered bonds of each New Series; and
further
RESOLVED, that said Bankers Trust Company, be, and
it hereby is, appointed as the agent of this Company,
in the Borough of Manhattan, The City of New York for
the payment of the principal of and interest on the
bonds of each New Series, and for the registration,
transfer and exchange of registered bonds of each New
Series; and further
RESOLVED, that said Bankers Trust Company, be, and
it hereby is, appointed the withholding agent and
attorney of this Company for the purpose of withholding
any and all taxes required to be withheld by the
Company under the Federal revenue acts from time to
time in force and the Treasury Department regulations
pertaining thereto, from interest paid from time to
time on bonds of each New Series, and is hereby
authorized and directed to make any and all payments
and reports and to file any and all returns and
accompanying certificates with the Federal Government
which it may be permitted or required to make or file
as such agent under any such revenue act and/or
Treasury Department regulation pertaining thereto; and
further
RESOLVED, that, until further action by this
Board, the officers of this Company be, and they hereby
are, authorized and directed to effect transfers and
exchanges of bonds of each New Series, pursuant to
Section 12 of the Mortgage without charging a sum for
any bond of the New Series issued upon any such
transfer or exchange other than a charge in connection
with each such transfer or exchange sufficient to
reimburse the Company for any tax or other governmental
charge required to be paid by the Company in connection
therewith; and further
RESOLVED, that the firm of Deloitte & Touche, be
and they hereby are appointed as independent accoun-
tants to render any independent public accountant's
certificate required under Section 29 of the Mortgage;
and further
RESOLVED, that it is desirable and in the best
interest of the Company that the bonds of each New
Series be qualified or registered for sale in various
jurisdictions; that the Chairman of the Board, the
President or any Vice President and the Secretary or an
Assistant Secretary hereby are authorized to determine
the jurisdictions in which appropriate action shall be
taken to qualify or register for sale of all or such
part of the bonds of each New Series of the Company as
said officers may deem advisable; that said officers
are hereby authorized to perform on behalf of the
Company any and all such acts as they may deem
necessary or advisable in order to comply with the
applicable laws of any such jurisdictions, and in
connection therewith to execute and file all requisite
papers and documents, including, but not limited to,
applications, reports, surety bonds, irrevocable
consents and appointments of attorneys for service of
process; and the execution by such officers of any such
paper or document or the doing by them of any act in
connection with the foregoing matters shall conclusive-
ly establish their authority therefor from the Company
and the approval and ratification by the Company of the
papers and documents so executed and the action so
taken; and further
RESOLVED, that the officers of the Company be, and
they hereby are, authorized and directed to execute
such instruments and papers and to do any and all acts
as to them may seem necessary or desirable to carry out
the purposes of the foregoing resolutions.
APPALACHIAN POWER COMPANY
POWER OF ATTORNEY
Each of the undersigned directors or officers of
APPALACHIAN POWER COMPANY, a Virginia corporation, which is to
file with the Securities and Exchange Commission, Washington,
D.C. 20549, under the provisions of the Securities Act of 1933,
as amended, one or more Registration Statements for the
registration thereunder of up to $150,000,000 aggregate principal
amount of its Debt Securities comprising First Mortgage Bonds or
Secured Medium Term Notes, or a combination of each, in one or
more new series, each series to have a maturity of not less than
9 months and not more than 42 years, does hereby appoint E. LINN
DRAPER, JR., G. P. MALONEY, BRUCE M. BARBER and ARMANDO A. PENA
his true and lawful attorneys, and each of them his true and
lawful attorney, with power to act without the others, and with
full power of substitution or resubstitution, to execute for him
and in his name said Registration Statement(s) and any and all
amendments thereto, whether said amendments add to, delete from
or otherwise alter the Registration Statement(s) or the related
Prospectus(es) included therein, or add or withdraw any exhibits
or schedules to be filed therewith and any and all instruments
necessary or incidental in connection therewith, hereby granting
unto said attorneys and each of them full power and authority to
do and perform in the name and on behalf of each of the
undersigned, and in any and all capacities, every act and thing
whatsoever required or necessary to be done in and about the
premises, as fully and to all intents and purposes as each of the
undersigned might or could do in person, hereby ratifying and
approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF the undersigned have hereunto set
their hands and seals this 22nd day of February, 1995.
_/s/ E. Linn Draper, Jr.____ __/s/ Wm. J. Lhota__________
E. Linn Draper, Jr. L.S. Wm. J. Lhota L.S.
_/s/ P. J. DeMaria__________ __/s/ G. P. Maloney_________
P. J. DeMaria L.S. G. P. Maloney L.S.
_/s/ Henry Fayne____________ __/s/ James J. Markowsky____
Henry Fayne L.S. James J. Markowsky L.S.
_/s/ Luke M. Feck___________ _/s/ J. H. Vipperman________
Luke M. Feck L.S. J. H. Vipperman L.S.
<PAGE> Exhibit 25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) ______
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) Identification no.)
Four Albany Street
New York, New York 10006
(Address of principal (Zip Code)
executive offices)
APPALACHIAN POWER COMPANY
(Exact name of obligor as specified in the charter)
VIRGINIA 54-0124790
(State or other jurisdiction (I.R.S. employer
of Incorporation or organization) Identification no.)
40 FRANKLIN ROAD S.W.
ROANOKE, VIRGINIA 24011
(Address of principal (Zip Code)
executive offices)
DEBT SECURITIES
(Title of the indenture securities)
Item 1. General Information.
Furnish the following information as to the Trustee.
(a) Name and address of each examining or supervising
authority to which it is subject.
Name Address
Federal Reserve Bank (2nd District) New York, N.Y.
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, N.Y.
(b) Whether it is authorized to exercise corporate
trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the Trustee, describe
each such affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1 - Restated Organization Certificate of
Bankers Trust Company dated August 7,
1990 and Certificate of Amendment of the
Organization Certificate of Bankers
Trust Company dated March 28, 1994.
Incorporated herein by reference to
Exhibit 1 filed with Form T-1 Statement,
Registration No. 33-79862.
Exhibit 2 - Certificate of authority to commence
business. Incorporated herein by
reference to Exhibit 2 filed with Form
T-1 Statement, Registration No. 33-
21047.
Exhibit 3 - Authorization of the Trustee to exercise
corporate trust powers. Incorporated
herein by reference to Exhibit 3 filed
with Form T-1 Statement, Registration
No. 33-21047.
Exhibit 4 - A copy of existing By-Laws of Bankers
Trust Company, dated as amended on
September 21, 1993. Incorporated herein
by reference to Exhibit 4 filed with
Form T-1 Statement, Registration No. 33-
52359.
Exhibit 5 - Not applicable.
Exhibit 6 - Consent of Bankers Trust required by
Section 321(b) of the Act. Incorporated
herein by reference to Exhibit 4 filed
with Form T-1 Statement, Registration
No. 22-18864.
Exhibit 7 - A copy of the latest report of condition
of Bankers Trust Company. Incorporated
herein by reference to Exhibit 7 to Form
T-1 filed with Registration Statement
No. 33-57835.
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee, Bankers Trust Company, a corporation organized
and existing under the laws of the State of New York, has duly
caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of
New York, and State of New York, on the 28th day of March, 1995.
BANKERS TRUST COMPANY
By: /s/ Scott Thiel
Scott Thiel
Assistant Treasurer
